


Relapse

by LizzeXX



Series: The Academic Series [3]
Category: Doctor Who, Doctor Who (2005)
Genre: Action/Adventure, Aftermath of Torture, Best Friends, Canon Divergence, Canon Rewrite, Donna is Super Temp, Drama, Embedded Images, Eventual Romance, Friends to Lovers, Friendship, Gallifrey, Healing, Hurt/Comfort, Kata - Freeform, Keta, Keta share a brain, Originally Posted on FanFiction.Net, Past Abuse, Past Child Abuse, Past Relationship(s), Recovery, Series 4 rewrite, Soldier Professor, The Academic Series, The Doctor loves her anyway, The Last Great Time War, The Professor is a soldier, The Professor seriously needs a hug, Theta/Kata, Time Travel, Weapon use, doctor who - Freeform, past trauma, some violence, space travel, time lady - Freeform
Language: English
Status: Completed
Published: 2018-05-18
Updated: 2018-05-31
Packaged: 2019-05-08 06:24:19
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 14
Words: 110,811
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14688336
Author URL: https://archiveofourown.org/users/LizzeXX/pseuds/LizzeXX
Summary: The Year-That-Never-Was left a lasting impression on the Professor even through her regeneration. Will she be able to heal? What will the Doctor do now that his Bonded is so closed off? Can the newest Companion Donna Noble help?10/OCTime Lady





	1. Voyage of the Damned

**Author's Note:**

> Welcome one and all to the third story in my Academic Series, a revision of Series 4 to include my OC the Professor! If you haven't read Reunion (the first) or Recuperation (the second), you definitely should to understand who the Professor is and why she is the way she is in this story.
> 
> Some little things to note:  
> ~8~ is a scene break  
> ~/~\~ is a flashback (of which there will be 3 per story)  
> 'italics' is the Doctor/Professor speaking telepathically.
> 
> Much of the stories in the Academic Series are based more on the Doctor or Professor's point of view, so there will be scenes missing. Assuming everyone has seen the show, you all probably know what happens during those scenes, so just get creative and plug mentions of the Professor in whenever someone talks about the Doctor in one of them.
> 
> The Professor, in this story, is a lean, blue eyed woman, with blond hair pulled into a ponytail, who wears a grey/blue thin strap tank top, knee length black cargo pants, black shoes, and black fingerless gloves, along with a (very familiar) sonic blaster in a holster around her waist.
> 
> And, just a warning, the Professor won't seem to say much at first, but actions always do speak louder than words...
> 
> Disclaimer: I do not own Doctor Who...otherwise I'd have a TARDIS of my own parked outside...

The Professor quickly got to work, flicking various controls on the console, the Doctor shaking his head and following her lead as they closed the TARDIS walls, pushing out the ship before materializing within it.

He moved to step out of the box when the Professor pulled him back. He gave her a curious look but then realization dawned on him as she peeked out quickly, seeing what was out there as they hadn't checked the monitors before hand. When she seemed to deem it all clear she stepped out and into a supply closet. By the time he'd stepped out after her and closed the TARDIS door behind him she was already peeking out the doors to the main hall. She looked back and nodded, stepping out and waiting for him to follow.

They ended up in a wood paneled room, spotted with potted palms and Christmas decorations, people dressed in early 20th century garb milling around while waiters passed out some treats and champagne. There was a band playing in another room, a slower version of 'Jingle Bells.' The Doctor glanced at the Professor to see her giving the room and people a quick onceover before turning her attention to a golden, robotic angel in a white robe.

"Right…" he eyed one as it twitched.

"Attention all passengers," a man called over the loudspeaker, "The  _Titanic_  is now in orbit above Sol 3, also known as Earth. Population: Human. Ladies and gentlemen, welcome to Christmas."

~8~

The Doctor and Professor stood before a video terminal, watching a bald man with a laughably thin moustache sitting behind a desk, "Max Capricorn Cruise Liners, the fastest, the farthest, the best. And I should know because my name is Max," he smiled, his golden tooth glinting in the light, before the screen reverted back to the cruise logo.

The Doctor straightened his tie, now dressed in his black suit again, the Professor wearing loose, black dress pants and vest over a red button dress shirt, similar to the outfit she had worn to Lazarus Labs. They turned and walked into reception, passing a steward who called out, "Merry Christmas, sir, ma'am."

"Merry Christmas," the Doctor greeted though the Professor barely acknowledge the greeting.

Once they walked into the ballroom, they passed a man with slicked back hair on a sort of communication device, "It's not a holiday for me, not while I've still got my vone. Now do as I say and sell!" he walked off and the Professor gave the room another look.

The Doctor walked over to one of the robotic angels, "Evening. Passengers 56 and 57. Terrible memory. Remind me. Uh, you would be..."

"Information: Heavenly Host supplying tourist information," it replied.

"Good, so, um...tell me, 'cos I'm an idiot…where are we from?"

"Information: the  _Titanic_  is en route from the planet Sto in the Cassavalian Belt. The purpose of the cruise is to experience primitive cultures."

" _Titanic_. Um...who...thought of the name?"

"Information: it was chosen as the most famous vessel of the planet Earth."

"Did they tell you  _why_  it was famous?"

"Information: all designations are chosen by Mr. Max Capricorn, president of Max…Max…Max..." it started jerking its head, repeating itself.

"Ooh, bit of a glitch…"

"Sir, we can handle this," the chief steward rushed over, waving to some others for assistance. Two other stewards switched off the Host and dragged it away, "Software problem, that's all. Leave it with us, sir. Merry Christmas," and, with a nod, he turned and rushed off after them.

The Doctor moved to follow when there was a crash, something glass shattering behind them. They looked over to see the slick haired man from before glaring down at a young blond woman in a waitress uniform standing before the broken glass of the drinks she had been holding.

"For Tov's sake, look where you're going!" he snapped, "This jacket's a genuine Earth antique."

"I'm sorry, sir," the woman replied, kneeling down to pick up the glass.

"You'll be sorry when it comes off your wages, sweetheart. Staffed by idiots. No wonder Max Capricorn is going down the drain," he stormed off just as the Doctor and Professor walked over.

The Doctor knelt down to help the woman while the Professor remained standing, eyes slightly narrowed at the man as he stalked off.

"Careful," the Doctor remarked, picking at the peices, "There we go."

"Thank you, sir," the woman nodded, "I can manage."

"I never said you couldn't. I'm the Doctor, by the way, that's the Professor."

"Astrid, sir. Astrid Peth."

"Nice to meet you, Astrid Peth. Merry Christmas."

"Merry Christmas, sir," she smiled, surprised at the man's kindness.

"Just 'Doctor,' not 'sir.'"

"You enjoying the cruise?"

"Um...yeah, I suppose. I don't know. Sort of just started for us."

Astrid stood, "Is it just the two of you?"

"Yep," he stood as well, "Just us. What about you? Long way from home, Planet Sto."

"Doesn't feel that different. I spent three years working at the spaceport diner, travelled all the way here...and I'm still waiting on tables."

She turned to walk away, the Doctor following after her as the Professor walked with him, "No shore leave?" he asked.

"We're not allowed," she mumbled, clearing away a table by the window, "They can't afford the insurance. I just wanted to try it, just once. I used to watch the ships heading off to the stars and I always dreamt of...it sounds daft…"

"You dreamt of another sky. New sun, new air, new life. A whole Universe teeming with life. Why stand still when there're all that life out there?"

"So...you travel a lot?" she looked between them.

"All the time. Just for fun. Well, that's the plan."

"Never works," the Professor remarked.

Astrid blinked, she'd noticed that the woman hadn't spoken at all till then. She frowned, her voice seemed odd…like it was more stating a fact than making a comment, "Must be rich, though."

"Haven't got a penny," the Doctor corrected, before whispering to her, "Stowaways."

"Kidding?"

"Seriously."

"No!"

"Oh, yeah."

"How did you get on board?"

"Accident. We've got this, sort of, ship thing. We were just rebuilding her."

" _He_  left the defenses down," the Professor added, "And  _your_  ship crashed into ours."

"And here we are," he smiled at the Professor, she was starting to talk, if only a little. These were the first words she had spoken since she'd regenerated, he noted her voice was a low alto, it…fit…with her new personality, low, even slightly raspy, "Bit of a party, we thought 'Why not?'"

"I should report you," Astrid told them.

"Go on then."

She hesitated a moment before smiling, "I'll get you some drinks..." she whispered, "On the house," before walking off, passing a group of first class passengers who were laughing and pointing at a heavy set couple dressed in purple country western outfits sitting at a nearby table, eating.

"Just ignore 'em," the black man of the two told the white woman beside him.

"Something's tickled them," the Doctor remarked as they sat down across from the couple, the Professor's eyes more narrowed as she eyed the other table.

"They told us it was fancy dress," the woman remarked, "Very funny, I'm sure."

"They're just pickin' on us because we haven't paid," the man added, "We won our tickets in a competition."

"I had to name the five husbands of Joofie Crystalle in 'By the Light of the Asteroid.' Did you ever watch..."

"Is that the one with the twins?" the Doctor asked.

"That's it. Oh, it's marvelous."

"Probably not good enough for that lot," the man gestured to the laughers, "They think we should be in steerage."

"Can't have that, can we?" the Doctor reached into his pocket and subtlety pulled out the sonic, holding it under his arm at his side and aimed it at the table behind them. The champagne on the table popped its cork, spraying all of them with the liquid.

"Did…did you do that?" the woman asked him.

"Maybe," the Doctor grinned, putting the sonic away.

"We like you."

"We do," the man agreed, reaching out to shake his hand, "I'm Morvin van Hoff. This is my good woman, Foon," he reached out to the Professor as well but she made no move to take his hand. He cleared his throat and sat back down, blushing.

The Doctor smiled apologetically at them before shaking Foon's hand, "Foon. Hello, I'm the Doctor. This is the Professor."

"Oh, I'm gonna need a Doctor by the time I'm finished with this buffet," Foon remarked, "Have a buffalo wing. They must be enormous, these buffalo, so many wings."

"Attention please," an announcement came over the loudspeaker, "Shore leave tickets Red 6-7 now activated. Red 6-7."

"Red 6-7," Foon pulled out a ticket, "That's us," she stood up and looked at them, "Are you Red 6-7?"

The Doctor shrugged, "Might as well be," and stood, the Professor as well.

"Come on," Morvin smiled and put his arm around Foon, walking away, "We're going to Earth."

They walked the short distance across the room to where an old, slightly balding, man in a tweed suit was holding up a red sign bearing '6-7' on it, "Red 6-7. Red 6-7. This way, fast as you can!"

The van Hoffs rushed over, the Doctor and Professor following, when Astrid approached them, "I got you those drinks," she smiled, tray in her hand.

"And we got you a treat," he took the tray and put it down on a nearby table, before leading her towards the old man, "Come on."

"Red 6-7 departing shortly!" the man called.

The Doctor held up the psychic paper, "Red 6-7s plus one."

"Uh, quickly, sir, ma'ams, and please take three teleport bracelets if you would."

"I'll get the sack," Astrid hissed as the Doctor held out a bracelet, the Professor rolling it around in her fingers a moment, scanning it, before putting it on.

"Brand new sky," he whispered and she took it.

"To repeat, I am Mr. Copper, the ship's historian," the old man introduced, "And I shall be taking you to old London Town in the country of U.K. ruled over by good King Wenceslas. Now human beings worshipped the great god Santa, a creature with fearsome claws, and his wife Mary. And every Christmas Eve the people of U.K. go to war with the country of Turkey. They then eat the Turkey people for Christmas dinner...like savages."

"Excuse me, sorry, sorry, but, um...where did you get all this from?"

"Well, I have a first class degree in Earthonomics. Now stand by..."

"And me!" a small red skinned alien with short spikes along his head ran forward, "And me! Red 6-7!"

"Well, take a bracelet, sir…"

"Uh, but, um, hold on, hold on," the Doctor cut in, "What was your name?"

"Bannakaffalatta."

"OK, Bannakaffalatta. But it's Christmas Eve down there. Late night shopping, tons of people. He's like a walking conker. No offence, but you'll cause a riot 'cos the streets are going to be packed with shoppers and parties..." they teleported out and appeared in the middle of an empty street, "Oh…"

"Now, spending money," Mr. Copper called, "I have a credit card in Earth currency if you want to by trinkets or, uh, stockings or the local delicacy, which is known as 'beef' but don't stray too far, it could be dangerous. Any day now they start boxing."

"Christmas Eve, retail street," the Professor looked around, assessing it, "It should be full. It should be busy."

The Doctor nodded, "Something's wrong."

"But it's beautiful," Astrid breathed, looking around in awe.

"Really? Do you think so? It's just a street. The pyramids are beautiful, and New Zealand..."

"But it's a different planet. I'm standing on a different planet. Th…there's concrete...and shops, alien shops, real alien shops! Look, no stars in the sky."

"Light pollution," the Professor remarked.

"And it smells…" she inhaled, "It stinks!" she gasped, "This is amazing! Thank you!" she hugged the Doctor tightly, about to hug the Professor when she stepped back, avoiding the woman who looked down, bashful.

"Yeah?" the Doctor laughed, "Come on then, let's have a look," he walked over, across the street to a newsagent's booth where an old man with a slight beard was bundled in his winter clothes, "Hello there! Sorry, uh, obvious question, but where's everybody gone?"

"Oh ho, scared," he replied.

"Right, yes. Scared of what?"

"Where have you been living? London at Christmas? Not safe, is it?"

"Why?"

"Well, it's them, up above," he pointed up at the sky, "Look, Christmas before last we had that big bloody spaceship, everyone standing on a roof," he tapped his small TV, "And then last year, that Christmas Star electrocuting all over the place, draining the Thames..."

"This place is amazing," Astrid breathed.

"And this year, Lord knows what. So everybody's scarpered, gone to the country. All except me...and Her Majesty," he stood proudly and looked at the TV.

"Her Majesty the Queen has confirmed that she will be staying in Buckingham Palace throughout the festive season," the reporter was saying, "To show the people of London, and the world, that there's nothing to fear."

"God bless her!" he saluted, "We stand vigil."

"Well, between you and me," the Doctor remarked, "I think her Majesty's got it right. Far as I know, this year, nothing to worry about…"

And suddenly, they were teleported back to the ship.

"I was in mid-sentence!" he glared at Mr. Copper, annoyed.

"Yes, I'm sorry about that," Copper apologized, "A bit of a problem. If I could have your bracelets…"

"Apologies, ladies and gentlemen, Bannakaffalatta," the chief steward stepped up, "We seem to have suffered a slight power fluctuation. If you'd like to return to the festivities. And on behalf of Max Capricorn Cruise Liners, free drinks will be provided."

Astrid turned to the Doctor, handing him her bracelet, "That was the best, the best!"

The Doctor turned around to see the Professor standing before the steward, "What sort of power fluctuation?"

The steward gave a tense smile, "Just a minor glitch with the teleports, nothing to be concerned with."

And, before she could ask another question, he strode off. The Doctor watched her face as her jaw tensed before holding out a hand to her, "Let's have a dance yeah?" he offered, glancing at the floor where a few couples were dancing slowly, "It's not a waltz but I can manage that."

But she made no move to take his hand, remaining silent a moment before uttering the words that broke his hearts, "Dancing is a distraction."

He dropped his hand and watched her watching the couples. He closed his eyes a moment, taking a breath before opening them again, "To what?"

"The mission."

He frowned, "What mission?"

Her gaze simply skimmed the room again, "Notice everything."

He blinked and looked around as well, not really seeing anything off. The van Hoffs sat at their table, eating, while the chief steward eyed the Host warily, the slick haired man winning at roulette with a few members of the crew as Bannakaffalatta danced around, Astrid smiling over at them while serving drinks, the band playing in the background.

"Yeah, what am I supposed to be noticing?" he shook his head, confused.

"The Host are glitching, the stewards know that and are wary of them, keeping them in sight. The teleports are not glitching, they're offline, no teleportation to Earth. The crew, specifically those from the Bridge, have joined the guests."

"And that means..." nope, still not getting it.

"They've left the captain alone."

"And that's bad?"

She looked at him, something was affecting the Host, the crew were nowhere near the controls of the ship, there was no way off the ship, and the captain had been left to his own devices, "That's sabotage."

His eyes widened and he turned to move to check the ship's settings and shields when the Professor grabbed his wrist tightly. He looked back but she was gazing at the crowd again, taking in everything and everyone, making sure they wouldn't be noticed, before nodding to him, letting him go.

He walked over to a framed screen showing a loop of Max Capricorn, "...and I should know because my name is Max," he slipped on his glasses and took out the sonic, flashing the frame while the Professor kept her lookout, "The fastest, the furthest, the best...my name is Max."

He pulled open the frame and changed the settings to read the immediate surroundings, only to see that the shields were offline, and the only place the shields could be controlled from was the Bridge. He looked out the window, his eyes widening as he saw meteoroids approaching.

The Professor had been right, it was sabotage.

She snatched the sonic out of his hand and flashed a wire, activating the comm., wanting confirmation on her theory, "Reception to the Bridge Captain. You've got a meteoroid storm coming in West 0 by North 2."

"Who is this?" the captain demanded.

"Your shields are down. Check your scanners. You've got meteoroids coming in and no shielding."

"You have no authorization. You will clear the comms. at once."

"Just look starboard!" the Doctor shouted when two stewards who had noticed them came to escort them out.

"Come with me, sir, ma'am," the chief steward replied.

He reached out to grab the Professor's arm as two other stewards took the Doctor when she whirled around, "Touch me and I'll break your arm," she threatened.

The steward actually backed up at the sheer promise in her voice. The Professor eyed him a moment before following after the Doctor, not about to leave him.

"You've got a rock storm heading for this ship and the shields are down!" the Doctor was trying to argue before managing to twist his way out of their grip, running to the stage, "Everyone, listen to me! This is an emergency! Get to the lifeb…" a Host covered his mouth and pulled him away, the stewards watching the Professor warily should she try something similar, but she just followed him out, "Look out the windows! If you don't believe me, check the shields yourself!"

"Sir, I can vouch for him!" Astrid called as she ran after them down the hall.

"Look, Steward, he's just had a bit too much to drink," Morvin tried to reason as he and Foon followed.

"Sir, something seems to have gone wrong," Copper came over, "All the teleports are down."

"Not now!" the chief steward snapped, taking over and hauling the Doctor down the maintenance corridors while the small group, now joined by Bannakaffalatta, followed.

"The shields are down," the Professor tried to state, calmly, seeing the Doctor's tactic wasn't working, "We are going to get hit."

"Oi!" the slick haired man called, catching up to them, "Steward! I'm telling you the shields are down!"

"Listen to him!" the Doctor begged, "Listen to him!"

A second later the meteoroids struck the side of the ship, throwing everyone to the floor. The Doctor and Professor quickly tried their best to shield the others as they were thrown about, waiting till it calmed enough before standing.

The Doctor leapt to his feet, shushing them and listening, "It's stopping…" they quieted down, hearing that it had, in fact, stopped. He looked at Astrid, helping her up, "You alright?"

"I think so," she breathed, shaken, but fine.

"Bad name for a ship. Either that or this suit is really unlucky."

He looked over to see the Professor kneeling beside a fallen steward, a hand resting on his neck before shaking her head, he was dead.

"My name is Max," one of the video terminals nearby started to loop, "My name is Max. My name is Max."

The Professor walked over and ripped out the wires, stopping it.

"Ev…everyone..." the chief steward stood shakily, "Ladies and gentlemen, Bannakaffalatta, I must apologize on behalf of Max Capricorn Cruise Liners. We seem to have had a small collision."

"Small?" Morvin cried.

"You know how much I paid for my ticket?" the slick haired man glared.

"If I could have silence, ladies, gentlemen…" the steward began again, but everyone ignored him, arguing, till high-pitched whistle echoed. They winced and looked at the Professor who lowered her hands from her mouth, nodding at the steward, "Thank you," he turned to the group, "Thank you. I…I'm sure Max Capricorn Cruise Liners will be able to reimburse you for any inconvenience. But first I would point out that we are very much alive."

"Are you alright?" Astrid turned to Mr. Copper, seeing a cut on his head. She dabbed at it with a handkerchief as the Doctor walked over to look.

"She is, after all, a fine, sturdy ship," the steward continued, "If you could all stay here while I ascertain the exact nature of the…the situation," he turned to open a hatch.

"Don't open it!" the Doctor shouted.

But it was too late.

The door flew open and the steward was sucked out into space by the vacuum. Everyone grabbed hold of the piping, trying to keep their footing. The Professor deftly and quickly made her way to the comm. and pulled out another set of wires, the oxygen shields kicking, sealing the hatch.

"Oxygen shield stabilized," the computer announced.

The Doctor ran over to her, checking to make sure she was alright, but she simply nodded. He turned to look back at the group, "Everyone alright? Astrid?"

"Yeah," she panted.

"Foon? Morvin? Mr. Copper? Bannakaffalatta?"

"Yes," Bannakaffalatta said as the others nodded.

"You," he pointed to the slick haired man, "What was your name?"

"Ah, Rickston Slade," he replied.

"You alright?"

"No thanks to that idiot."

"The steward just died!" Astrid glared.

"Then he's a dead idiot."

"Alright, calm down," the Doctor cut in, "Just stay still, all of you. Hold on," he walked over to the hatch opening and looked out, the Professor with him, observing the rubble and bodies floating around them.

"What happened?" Astrid asked, walking over, "How come the shields were down?"

"I don't think it was an accident."

"How many dead?"

"We're alive," the Doctor said quikckly, seeing the Professor open her mouth to answer, having already calculated the probability of life from the damage done by the collision, "Just focus on that. We will get you out of here, Astrid. We promise. Look at me. I promise," she nodded, "Good. Now…" he looked around, "If we can get to reception, we've got a spaceship tucked away…"

The Professor simply pointed and he looked out to see the TARDIS just floating alongside the ship.

"What is it?" Astrid asked, "What's wrong?"

"That's our spaceship over there," he pointed.

"Where?"

"There, that box. That little blue box."

"That's a spaceship?"

"Oi, don't knock it!"

"It's a bit small."

"A bit distant. Trouble is, once it's set adrift, it's programmed to lock onto the nearest center of gravity and that would be...the Earth."

They watched as the TARDIS headed for the Earth.

~8~

"Deck 22 to the Bridge," the Doctor called into a comm. the Professor had fixed, "Deck 22 to the Bridge. Is there anyone there?"

"This is the Bridge…" a man replied a moment later.

"Oh hello, sailor. Good to hear you."

"What's the situation up there?" the Professor cut in.

"We've got air," he replied, "The oxygen field is holding. But the captain...he's dead. He did it. I watched while he took down the shields. There was nothing I could do. I tried. I did try."

"Alright," the Doctor nodded, "Just stay calm. Tell me your name. What's your name?"

"Midshipman Frame."

"Nice to meet you, sir."

"What's the state of the engines?" the Professor got to the point once more.

"They're um...hold on…" he groaned.

"Have you been injured?" she frowned slightly, if he were injured the pain would hinder him. Humans and their tiny nervous systems. Academics during the war were expected to be in complete control of their bodies at all time, using their minds to manipulate their systems, even down to a cellular level. The wound for a human would only provide a distraction and they could not afford anything of the sort.

"I'm alright," Frame replied, "Oh my Vot. They're cycling down."

"That's a nuclear storm drive, yes?" the Doctor wondered.

"Yeah."

"The moment they're gone, we lose orbit."

"The planet."

"Oh yes. If we hit the planet, the nuclear storm explodes and wipes out life on Earth…"

"Midshipman, fire up the engine containment field and feed it back into the core," the Professor ordered.

"This is never going to work," he argued.

But the Doctor nodded, "Trust us, it'll keep the engines going until we can get to the Bridge," he switched off the comm. and turned to face the others.

"We're going to die!" Foon wept.

"Are you saying someone's done this on purpose?" Copper asked.

"We're just a cruise ship!" Astrid argued.

"Okay, okay," the Doctor began, "Tch, tch. First things first. One, we're going to climb through this ship. B..."

"Two," the Professor corrected.

"We're going to reach the Bridge. Three, or C, we're going to save the  _Titanic_. And, coming in a very low four, or D, or that little 'iv' in brackets they use in footnotes, why? Right then, follow us."

"Hang on a minute," Rickston glared, "Who put you in charge and who the hell are you anyway?"

"I'm the Doctor and this is the Professor. We're Time Lords. We're from the planet Gallifrey in the constellation of Kasterborous. We're 903 and 901 years old and we're the ones who're gonna save your lives and all six billion of the people on the planet below. You got a problem with that?"

"No."

"In that case, Allons-y!" he turned, reaching out to take the Professor's hand when she turned as well and strode off before he could even touch her. He swallowed hard and headed off after her.

~8~

The Doctor and Professor shoved against a doorway, slowly pushing it open into the stairwell, only to see it littered with debris and sparking cables.

"Careful," the Doctor called as they forged their way in, "Follow us."

They moved ahead, clearing a path as Astrid, Copper, Rickston, Bannakaffalatta, and the van Hoffs followed.

"Rather ironic when this is very much in the spirit of Christmas," Copper remarked, "It's a festival of violence. They say that human beings only survive depending on whether they've been good or bad. It's barbaric."

"Fallacious," the Professor muttered, shoving aside a sheet of metal.

The Doctor had to agree, "That's actually not true. Christmas is a time of…of peace and thanksgiving and...what am I on about? Christmas is always like this…" he stepped forward and uncovered a dormant Host, "We've got a Host. Strength of ten. If we can mend it, we can use it to fix the rubble."

"We can do robotics, both of us," Morvin stepped up.

"We worked on the milk market back on Sto," Foon told him, "It's all robot staff."

"See if you can get it working," the Doctor nodded, "Let's have a look."

Everyone but the van Hoffs continued on, up the stairs, to see their path blocked by wreckage, "It's blocked," Astrid frowned as the Professor moved past them to the comm..

"So what do we do?"

"Shift it."

"That's the attitude. Rickston, Mr. Copper, and you, Bannakaffalatta...look, can I just call you Banna? It's gonna save a lot of time."

"No!" the alien glared, "Bannakaffalatta!"

"Alright then, Bannakaffalatta, there's a gap in the middle. See if you can get through."

"Easy. Good," he squeezed through the opening when the ship lurched, sending loose debris falling around them.

"This whole thing could come crashing down any minute!" Rickston shouted.

"Oh, Rickston, I forgot," the Doctor looked at him, "Did you get our message?"

"No. What message?"

"Shut up!"

"Bannakaffalatta made it," he called from the other side.

"I'm small enough, I can get through," Astrid moved to climb through the hole as well.

"Careful," the Doctor called.

"I'm fine."

"Thing is, how are Mr. and Mrs. Fatso gonna get through this gap?" Rickston wondered cruelly.

"We make the gap bigger," the Doctor glared at him, "So start," he shoved him a piece of metal to help them clear away the debris. A few minutes later, laughter drifted up to them from the van Hoffs.

"What happened?" Rickston sneered, "Did they find a donut?"

"I can clear it from this side," Astrid yelled through the debris to them, "Just tell me if it starts moving," she disappeared a moment later but nothing moved.

"What's going on up there?" the Doctor called, trying to look through the small space.

"I think Bannakaffalatta and I just got engaged," Astrid laughed.

"Almost done!" Morvin shouted up to them.

"Good, good, good," the Doctor nodded, before turning back to the comm. as the Professor finished working on it, "Mr. Frame, how's things?"

"Doctor, I've got life signs all over the ship but they're going out one by one," Frame replied.

"What is it? Are they losing air?"

"No. One of them said it's the Host. It's something to do with the Host."

The Doctor and Professor looked down to where the van Hoffs were just when…

"It's working!" Morvin shouted.

The Doctor ran down the steps, the Professor behind him, just as the Host grabbed Morvin by the throat, shouting, "Kill. Kill. Kill."

"Turn it off!" the Doctor ordered.

Foon tried to but couldn't get close enough, "I can't, Doctor!"

"Go!" he ran past her, ushering her to the stairs. She ran past the Professor as the Doctor aimed the sonic, "Lock! Double deadlock!" he put the sonic away and pried Morvin free with his bare hands, "Okay, go upstairs!"

"Run, darling, run!" Foon shouted.

The Host turned on the Doctor instead, "Information: kill, kill, kill..."

"Information override!" the Professor called, "You will tell me the point of origin of your command structure!"

"Information: Deck 31."

The Professor gave a nod and then…

The Host's head exploded.

The Doctor whirled around to see her holding the sonic blaster, aimed at the robot. She simply lifted up her pant leg and slipped it back into her leg holster, before turning and walking back up the stairs.

He stared after her a moment, swallowing hard, and most certainly not in shock…he squirmed a bit, he really,  _really_  shouldn't find the sight of her handling a gun like that so appealing.

"Foon!" Morvin shouted as he reached his wife, "Foon!"

"Rickston," the Professor took command, "Get them through."

"No chance," Rickston spat, before shoving himself through the narrow path.

"Rickston!" Copper shouted.

"I'll never get through there," Foon cried.

"It's alright," the Doctor cleared his throat, walking up, "The Host was…disabled. We're fine for now."

"Thank goodness," Copper breathed, before turning to Foon, "Let me go first…I can widen the path."

The Doctor nodded and Mr. Copper went through. The Doctor walked over to the comm., "Midshipman Frame, it's the Host. They've gone berserk. Are you safe up there?"

There was no reply.

"No, I'm stuck!" Foon shouted. He turned around to see Foon partially through.

"Come on, you can do it!" Astrid called from the other side.

There was a creaking as some of the debris lifted slightly, "It's going to collapse!" Copper strained out as Foon made it through.

"Morvin, you're turn," the Doctor turned back.

Morvin nodded and tried to get through, only to get stuck less in than Foon.

"Doctor, he's stuck!" Astrid shouted.

"Mr. van Hoff, I know we've only just met but you'll have to excuse me," the Doctor replied before grabbing Morvin's bum and shoving him through.

"That's it," Astrid shouted, "We've got you. Come on you two, get through!"

The Doctor gestured for the Professor to move first and she expertly climbed up, shimmying through on her elbows, the two of them being quite thin and able to get by with less effort.

"I can't hold it!" Copper strained as they made it through.

"It's ok," the Doctor stood up, "Let go!"

Copper dropped the pole he was using as a lever and the entire tunnel collapsed.

~8~

The group stepped into another room only to find themselves in the kitchen. Foon gasped, spotting something on a table, "Morvin, look, food."

"Oh great," Rickston remarked sarcastically, "Someone's happy."

"Don't have any then," Morvin glared as they moved over to the food.

The Doctor and Professor, however, headed for the comms., "Mr. Frame, you still there?" he called.

"Yes, sir, but I've got Host outside. I sealed the door."

"They've been programmed to kill. Why would anyone do that?"

"That's not the only problem, Doctor. I had to use a maximum deadlock on the door, which means...no one can get in. I'm sealed off. Even if you can fix the  _Titanic_ , you can't get to the Bridge."

"Yeah, right, fine. One problem at a time. What's on Deck 31?"

"Um, that's down below. It's nothing. It's just the Host storage deck. That's where we keep the robots."

The Doctor looked at the screen of the comm. where a schematic of the ship had been brought up, "Well, what's that?" he put on his specs and looked at a black panel, "See that panel? Black. It's registering nothing. No power, no heat, no light."

"Never seen it before."

"100 percent shielded," the Professor remarked.

"What's down there?" the Doctor wondered.

"I'll try intensifying the scanner," Frame told them.

"Let us know if you find anything," he pulled off his specs, "And keep those engines going!"

"Saved you some," Astrid smiled as she brought them over a small plate of food, "You might be a Time King and Queen from Gaddabee but you need to eat."

"Yeah, thanks," he took the food and sat down, the Professor sitting stiffly beside him though she took no food.

"So, you look good for 903 and 901," Astrid remarked as she sat across from them.

"You should see me in the mornings," the Doctor said with his mouth full.

"Okay," she said, before her eyes widened, realizing what she'd said, and blushed. It may not have been obvious to others, but she could tell the Professor and the Doctor were something of a couple or close if the looks the Doctor gave her when he thought no one was looking were anything to go by.

"Doctor, it must be well past midnight, Earth time," Copper joined them, "Christmas Day."

"So it is," he nodded, "Merry Christmas."

"This Christmas thing, what's it all about?" Astrid asked.

"Long story. We should know, we were there. We got the last room."

"But if the planet's waking up, can't we signal them?" Copper wondered, "They can send up a rocket or something."

"They don't have spaceships."

"No, I read about it. They have shuffles, space shuffles."

"Where did you acquire this degree in Earthonomics?" the Professor asked him, the tone of her voice implying she was growing very tired of his constant inaccuracies.

"Honestly?" he sighed.

"Just between us," the Doctor agreed, sensing the Professor's annoyance.

"Mrs. Golightly's Happy Travelling University and Dry Cleaners," he mopped a brow with a hankie and plopped down.

"You…you lied to the company...to get the job?" Astrid gasped.

"I…I wasted my life on Sto. I was a travelling salesman, always on the road and I reached retirement with nothing to show for it. Not even a home. And Earth sounded so exotic."

"Hmm, I suppose it is, yeah," the Doctor agreed.

"How come you know it so well?" Astrid eyed him.

"We were sort of...a few years ago, were sorta made...well, sort of homeless, and, um, there was the Earth," the Doctor shrugged as the Professor tensed.

"Thing is," Copper sighed, "If we survive this, there will be police and all sorts of investigations. Now the minimum penalty for space-age fraud is ten years in jail. I'm an old man. Well, I won't survive ten years."

"We may not survive tonight," the Professor countered.

The Doctor looked at her, "This one is very bluntly honest isn't she?" the Professor only gave him a look before there was a banging on the door. The Doctor jumped up and ran to the opposite door, "A Host! Move! Come on!"

The pounding continued, dents starting to form in the door as they ran out of the room, following the Doctor. He flashed a door with the sonic and it opened onto the engine rooms, where the only way across was a fallen strut acting like a bridge.

"Is that the only way across?" Rickston's eyes widened.

"On the other hand, it is a way across," the Doctor countered.

"The engines are open!" Astrid gasped, looking over the ledge at the engines.

"Nuclear storm drive. Soon as it stops, the  _Titanic_  falls."

"But that thing, it'll never take our weight," Morvin stated.

"You're going last, mate," Rickston remarked.

"It's nitrofine metal," the Professor remarked, as she knelt down by the strut, her hand on it, "It's stronger than it looks."

"All the same, Rickston's right," Morvin sighed, "Me and Foon should…" he stepped forward, onto a weak piece of metal near the edge, and it gave way. He fell, down towards the engines, with a scream.

"Morvin!" Foon screeched.

"I told you!" Rickston pointed, "I told you!"

"Just shut up!" Copper spat at him, "Shut up!"

"Bring him back!" Foon cried hysterically to the Doctor, "Can't you bring him back? Bring him back, Doctor!"

"I'm sorry, I can't," he shook his head.

"You promised me!"

"I know. I'm sorry. I'm so sorry."

"Doctor!" Copper called as there was a bang behind them, "I rather think those things have got our scent."

"I'm not waiting," Rickston decided, starting across the bridge.

"Careful!" the Doctor called, "Take it slowly!"

There was a rumble, jolting the ship, and nearly knocking Rickston off the strut, "Vot help me."

"You're okay. One step at a time. Come on, you can do it."

"They're getting nearer!" Copper reported.

The Professor reached over and snagged the sonic out of the Doctor's hand, turning to the door and flashing it across it before tossing it back to him, "Sealed us in."

"Leaving us trapped, wouldn't you say?" Copper looked at her, alarmed.

"Never say trapped, just inconveniently circumstanced," the Doctor replied. He chanced a glance at the Professor to see no reaction from her.

"I'm okay!" Rickston called as he was halfway across.

"Maybe he's alright," Foon looked at Astrid hopefully, "Maybe…maybe there's a gravity curve down there or something. I don't know. Maybe he's unconscious."

"I'm sorry, Foon," Astrid hugged her, "He's gone."

"What am I going to do without him?" she sobbed.

"Yes!" Rickston cheered as he made it to the other end, "Oh yes! Who's good?"

"Bannakaffalatta, you go next," the Doctor called.

"Bannakaffalatta, small," the alien hopped up and ran across the strut.

"Slowly!"

The Host pounded on the door, "They've found us!" Copper gasped.

"Astrid, get across right now!"

"What about you?" Astrid looked at him.

"Just do it. Go on," Astrid nodded and started across, "Mr. Copper, we can't wait. Don't argue," Copper followed, "Foon, you've got to get across right now."

"What for?" she wept, "What am I gonna do without him?"

"Doctor!" Rickston shouted, "The door's locked!"

"Just think...what would he want, eh?"

"He don't want nothing, he's dead!" Foon sobbed.

"Doctor, I can't open the door!" Rickston called again, "We need the whirring key thing of yours!"

"We can't leave her!" the Doctor shouted back.

"She'll get us all killed if we can't get out!"

The Doctor sighed looking between them before turning to Foon, "Mrs. van Hoff, we are coming back for you, alright?"

Foon nodded and the Doctor motioned for the Professor to start across the beam. She did so, the metal creaking as she stepped on, followed by him.

"Too many people!" Bannakaffalatta called.

"Oi!" the Doctor snapped, "Don't get spiky with me! Keep going!"

"It's gonna fall!" Astrid gasped.

"It's just settling! Keep going!"

It suddenly became very quiet as the pounding stopped.

"They've stopped…" Astrid remarked.

"Gone away?" Bannakaffalatta wondered.

"Why would they give up?" the Doctor looked at the door.

"They haven't," the Professor replied, he looked at her, "This strategy has failed them, they're looking for another tactic."

"But what?" he shook his head, "Where have they gone? Where are the Host?"

"I'm afraid..." Copper called, looking up, "We forgot the tradition of Christmas…that angels have wings!" he pointed up and they could see the Host gliding down on them from above.

"Information: kill."

They reached for their halos.

"Arm yourselves!" the Professor shouted, grabbing a pipe and pulling out her blaster, "All of you!"

They quickly did as she said, grabbing pipes and bits of metal to defend themselves as the Host threw their halos at them. They batted them away, the Professor smashing them back expertly with one hand while firing with another. One halo managed to graze the Doctor's arm but the Host that threw it didn't last long after the Professor turned her blaster on it.

"I can't!" Astrid gasped, falling to her knees.

"Bannakaffalatta stop!" the little alien shouted, throwing down his pipe, "Bannakaffalatta proud! Bannakaffalatta cyborg!" he lifted his shirt and discharged an energy ring out, disabling the Host. Those remaining fell from the air, towards the engines, with only one falling onto the strut behind the Doctor.

"Electromagnetic pulse took out the robotics," the Professor commented, lowering her pipe.

"Oh, Bannakaffalatta, that was brilliant!" the Doctor looked over but Bannakaffalatta fell backwards.

"He's used all his power!" Astrid called as she fell to her knees beside him, checking on him.

"Did good?" Bannakaffalatta looked up at her.

"You saved our lives."

"Bannakaffalatta happy."

"We can recharge you, get you to a power point and just plug you in!"

"Too late."

"No, but...you gotta get me that drink, remember?"

"Pretty girl," he breathed before his eyes fell closed and he died. Astrid moved to button up his shirt when Mr. Copper reached for his mechanics.

"I'm sorry," he told her, "Forgive me."

"Leave him alone!" Astrid glared.

"It's the EMP transmitter. He…he'd want us to use it…" he removed it gently, "I used to sell these things. They'd always give me a bed for the night in the cyborg caravans. They're good people. But if we can recharge it, we can reuse it as a weapon against the rest of the Host. Bannakaffalatta might have saved us all."

"Do you think?" Rickston scoffed, "Try telling him that!" he pointed behind them and they turned to see the Host behind the Doctor had gotten up.

"Information: reboot."

"Use the EMP!"

"It's dead!" Copper shouted.

"It's gotta have emergency…" Astrid fiddled with it, trying to find a way to start it up.

The Doctor just turned and confronted the Host, "No, no, no. Hold on. Override loophole security protocol...10! 666! Oh. 21, 4, 5, 6, 7, 8. Um, I dunno, 42!"

"Override loophole security protocol one!" the Professor ordered, not willing to wait and see how many more numbers the Doctor could come up with and unable to aim her blaster with the Doctor in the way.

Instantly the Host moved to a passive position, "Information: state request."

"Good..." he nodded his thanks to the Professor before turning back to the Host, "Right. You've been ordered to kill the survivors, but why?"

"Information: no witnesses."

"But this ship's gonna fall on the Earth and kill everyone. The human race have nothing to do with the  _Titanic_  so that contravenes your orders, yes?"

"Information: incorrect."

"But why do you want to destroy the Earth?"

"Information: it is the plan."

"What plan?"

"Protocol only grants three questions," the Professor told him.

"The three questions have been used," the Host agreed.

He turned to her, "Well, you could have warned me!"

"Information: now you will die."

He moved to attack and the Professor raised her blaster, ready to shove the Doctor down, when suddenly a lasso was thrown over the Host's head and tightened around his body, Foon behind him.

"You're coming with me!" Foon shouted, closing her eyes and jumping off the side of the strut, taking the Host with her.

"No!" the Doctor shouted as they watched her fall, helpless. He swallowed hard and stood up, "No more."

~8~

The group ran into another set of maintenance halls when the Doctor turned to them, "Right. Get up to Reception One. Once you're there, Mr. Copper, you've got staff access to the computer. Try and find a way of transmitting an SOS. Astrid, you're in charge of this…" he held out the EMP, "Once powered up, it'll take out Hosts within fifty yards but then it needs sixty seconds to recharge. Got it? Rickston, take this," he tossed him the sonic, "I've preset it. Just hold down that button. It'll open doors. Do  _not_  lose it! You got that? Now go and open the next door. Go on! Go!"

"Alright!" Rickston ran off to the doors.

The Doctor pulled a first aid kit off the wall and handed it to Copper, who still had a cut on his head and one on his leg, "Mr. Copper, I need you fighting fit. Astrid, where's the power point?"

"Under the comms.," she replied, leading him to one.

"When it's ready, that blue light comes on there," he explained, showing her how to charge it up.

"You're talking as if you're not coming with us."

"There's something down on Deck 31. We're gonna find out what it is."

"What if you meet a Host?" the Professor just held up her blaster, "Oh…" she laughed a bit, "Seems like you two do this kind of thing all the time."

"Not by choice," the Doctor sighed, "All we do is travel. That's what we are, just a travelers. Imagine it. No tax, no bills, no boss, just the open sky."

"I'm sort of...unemployed now and I was thinking the blue box is kinda small, but I could kinda squeeze in. Like a stowaway."

"It's not always safe."

"I've got no one back on Sto, no family, just me. So what do you think? Can I come with you?"

The Doctor looked up at the Professor for some indication on her feelings on the subject but she stood there, just as stoic as ever, so he took that as her not disagreeing and nodded, "Yeah," the ship lurched and the Doctor ran over to the comms., "Mr. Frame, you still with us?"

"It's the engines, sir!" he called, "Final phase. There's nothing more I can do. We've got only eight minutes left!"

"Don't worry, we'll get there."

"The Bridge is sealed off!"

"Yeah, yeah, working on it. We'll get there, Mr. Frame, somehow," the EMP lit up, "All charged up? Mr. Copper, look after her. Astrid, look after him. Rickston, um...look after yourself. And we'll see you again, promise."

He turned to leave, the Professor running behind him before Astrid could even call out after them. They ran back and into a small kitchen, only to find themselves face to face with a Host. The Professor whipped out her blaster and fired at it, destroying it when three more Host appeared behind them.

She rounded on them about to fire when the Doctor put his hand up to stop her, "Wait, wait, wait, wait!" he called both to her and the Host, "Security protocol one! Do you hear me? One! One!" the Host stopped and the Professor lowered her blaster, eyeing them, ready, "Okay, that gives me three questions. Three questions to save my life, am I right?"

"Information: correct."

"No, that wasn't one of them. I didn't mean it. That's not fair. Can I start again?"

"Information: no."

"No, no! No, no, no. That wasn't one either. Blimey could this…"

The Professor quickly darted forward and put her hand over his mouth, "One question left," she warned him before looking at the Host. He nodded, pulling her hand off his mouth.

"One question, right," he took a breath, "So, you've been given orders to kill the survivors but survivors must therefore be passengers or staff, but not us. We're not passengers. We're not staff. Go on, scan us. You must have bio records. No such persons on board. We don't exist therefore...you can't kill us. Therefore, we're stowaways and stowaways should be arrested and taken to the nearest figure of authority. And I reckon the nearest figure of authority is on Deck 31. Final question: am I right?"

"Information: correct."

"Brilliant," he smiled, "Take us to your leader!" he looked at the Professor who remained impassive, "I've always wanted to say that."

~8~

They were escorted onto Deck 31 by the Host, the place littered with structural damage and small fires.

"Now that is what you call a fixer-upper," he joked to the Professor but received nothing. He swallowed and turned back to the Host, "Come on then, Host with the most, this ultimate authority of yours, who is it?" two doors slid open behind them and they turned around, "Oh, that's clever."

"Omnistate impact chamber," the Professor remarked, "Indestructible."

He nodded, "You can survive anything in that, eh?" they watched as a small vehicle started to wheel out, "Sit through a supernova or a shipwreck. Only one person can have the power and the money to hide themselves onboard like this and I should know, 'cos..." the vehicle pulled out to reveal a giant life-support system with Max Capricorn's head on top.

"My name is Max," he grinned, his tooth glinting.

"It really does that?"

"Who the hell are they?"

"I'm the Doctor and this is the Professor. Hello!"

"Information: stowaways."

"Well..."

"Kill them," Max ordered.

"Oh, no, no!" the Doctor shouted, both to Max and the Professor who had lifted her blaster at Capricorn. He reached out and grabbed the Professor's arm, shoving it down before turning back to Capricorn, "Wait, but you can't. Not now. Come on, Max...you've given me so much good material like...how to get ahead in business. See 'head?' 'Head in business?' No?"

"Oh, ho, ho, the office joker. I like a funny man. No one's been funny with me for years."

"I can't think why."

"176 years of running the company have taken their toll."

"Yeah, but...nice wheels."

"No, a life-support system in a society that despises cyborgs. I've had to hide away for years. Running the company by hologram. Host, situation report."

"Information:  _Titanic_  is still in orbit."

"Let me see…" he wheeled forward, the Doctor and Professor stepping out of his way, "We should have crashed by now. What's gone wrong?" he looked down at the engines and glared, "The engines are still running! They should have stopped!"

"When they do, the Earth gets roasted," the Doctor frowned, "I don't understand. What's the Earth got to do with it?"

"This interview is terminated."

"No, no, no, no, no, no! Hold on! Hold on! Hold on! Wait! Wait! Wait! Wait! Wait! I can work it out. It's like a task. I'm your apprentice. Just watch me. So...business is failing and you wreck the ship so that makes things even worse. Oh yes! No. Yes. The business isn't failing, it's failed. Past tense."

"My own board voted me out. Stabbed me in the back."

"If you had a back. So...you scupper the ship, wipe out any survivors in case anyone's rumbled you and the board find their shares halved in value. Oh, but that's not enough. No, 'cos if a Max Capricorn ship hits the Earth, it destroys an entire planet. Outrage back home. Scandal! The business is wiped out."

"And...the whole board thrown in jail for mass murder."

"While you sit there, safe inside the impact chamber."

"I have men waiting to retrieve me from the ruins and enough off-world accounts to retire me to the beaches of Pentaxico Two where the ladies, so I'm told, are very fond of...metal."

"So that's the plan," the Doctor glared, indignant, "A retirement plan. 2,000 on this ship, 6 billion underneath us, all of them slaughtered. And why? Because Max Capricorn is a loser."

"I never lose."

"You can't even sink the  _Titanic_."

"Oh, but I can, Doctor. I can cancel the engines from here," alarms started to sound as the engines went offline.

"You can't do this!"

"Host, hold him, the girl too!" two Host grabbed them by the arms pulling them back. The Professor struggled slightly, testing the strength of the Host, but the grip was too tight, the Host too strong for her to twist out of, "Not so clever now, Doctor. A shame we couldn't work together. You're rather good. All that banter yet not a word wasted. Time for me to retire. The  _Titanic_  is falling. The sky will burn. Let the Christmas inferno commence. Oh! Oh, Host! Kill them."

One of the Host removed its halo and prepared to strike, the Professor unable to use her blaster as her hands were held behind her back when…

"Mr. Capricorn!" Astrid shouted. They looked over to see her sitting in a forklift, "I resign," she started it up and rushed at him.

"Astrid, don't!" the Doctor shouted. Astrid lifted the front of Capricorn's life support just enough that the tires had no purchase. His rear tires whirled as they came to a standoff. A Host turned and threw its halo at Astrid but missed, hitting something else, "He's cut the break line!" Astrid looked over at them a moment, before raising the fork higher, lifting Capricorn fully off the ground and flooring it to the edge, "Astrid!"

It was too late.

As they ran to the edge they could only see Astrid falling towards the engine.

~8~

The Doctor and Professor walked to the Host, each Host taking a hold of them and flying upwards, gaining speed with their fists raised till they broke through the floor of the Bridge, scaring poor Frame.

"Deadlock broken," the computer announced.

"Ah, Midshipman Frame at last!" the Doctor grinned as they stepped out of the wreck.

"Uh, but…but the Host!" he pointed.

"Divert to the next highest authority upon death of the controller," the Professor stated as she headed to the control panel, the Doctor following.

"And that's me," he grinned.

"There's nothing we can do," Frame told them, "There's no power. The ship's gonna fall."

The Doctor moved over to the wheel when the Professor pulled him back, "You are not qualified to pilot this vessel."

"We don't have time to arg…"

"I'm trained in handling over 2,700 forms of transportation," she cut in, "You can barely pilot the TARDIS."

He very nearly smiled at that, that last bit was the first non-statistical, informational, irritated, or morbidly logical thing she had said. But then he realized…she had just dissed his piloting abilities and pouted. She simply turned to the wheel as he shook his head, now was not the time, "What's your first name?" he turned to Frame.

"Alonzo," he replied.

"You're kidding me!" he gaped.

"What?"

"That's something else I've always wanted to say. Allons-y Alonzo!" the Professor turned the wheel sharply, nearly knocking them off their feet, "Whoa!"

They grabbed onto what they could to keep balance as the Professor flew the ship straight towards the Earth, the area around them starting to burn on entry.

An alarm went off and the Doctor rushed over to see the estimated impact zone and sighed, picking up a comm., "Hello, yes, um...could you get me Buckingham Palace?" there was silence a moment, "Listen to me! Security Code 771! Now get out of there!"

Frame watched in horror as Buckingham Palace loomed closer and closer until…

"Engine active. Engine active."

The Professor pulled back on the wheel, sending the Doctor and Frame falling backwards as the ship just barely missed the building, soaring over it and back towards the stars.

The Doctor started to laugh, seeing them out of danger.

Frame ran over to a bell and started ringing it, "Whoo hoo!"

"Whoo hoo hoo!" the Doctor had to agree.

~8~

Frame sat on the floor of the Bridge, the Professor deftly stitching up the wound on his stomach, seemingly unperturbed by the blood on her hands and the flinching of the patient every time she stuck him. She reached into a small first aid kit and pulled out scissors, cutting off the last of the string.

"How did you do it?" he asked her, still in shock that they had survived.

"Used the heat of reentry to fire up the secondary storm drive," she replied.

"Unsinkable, that's us," the Doctor laughed, joining them.

"We made it," Frame breathed.

"Not all of us," he sighed, before realizing, "Teleport!" he jumped up, "She was wearing a teleport bracelet!"

He ran out of the room followed by the Professor, Frame struggling to keep up as they ran back to reception.

"Rickston!" the Doctor called, "Sonic!" Rickston tossed it to him, "Mr. Copper, the teleports, have they got emergency settings?"

"I don't know," he shook his head, "They should have."

"She fell, Mr. Copper. She fell. What's the emergency code?"

"Uh, let me see..."

"What the hell are you doing?" Frame gasped, catching up.

"We can bring her back!" the Doctor cheered, kneeling by the teleport and getting to work.

"If a passenger has an accident on shore leave and they're still wearing their teleport," Copper explained to Frame, "Their molecules are automatically suspended and held in stasis so that we can just trigger the shift."

"There!" he called, standing up and turning around as a glowing, transparent Astrid appeared.

"I'm falling…" she breathed, her voice distant, echoing.

"Only halfway there. Come on," he turned back to the teleport, adjusting it.

"I keep falling."

"Feed back the molecule grid, boost it with the restoration matrix…" it sparked, "No, no, no, no! Need more phase containment."

"Doctor…" Copper began.

"No! If I can just link up the surface suspension..."

"Doctor, she's gone."

"I just need to override the safety. I can do it."

"Doctor, let her go."

The Doctor stood up, looking at Astrid, before kicking the teleport in frustration, "I can do anything!"

"Stop me falling…" Astrid called.

The Doctor put his hands in his hair before looking at the Professor, "Professor! Can you fix it?"

She stepped over and crouched before the controls, looking at them intently for a moment, "There's not enough left. The system was too badly damaged. It would take three hours to fix this, she has barely 15 minutes before she falls apart. She's just atoms," she stood up and looked at him.

He looked down sadly, swallowing hard, and walked over to stand before Astrid, "Astrid Peth...citizen of Sto...the woman who looked at the stars and dreamt of travelling," he held up the sonic, "Now you can travel forever…" he turned it on and she turned into motes of light, "You're not falling, Astrid, you're flying."

The lights flew out the window, leaving the five standing there, watching.

~8~

"The engines have stabilized," Frame reported as he walked back into reception, "We're holding steady till we get help and I've sent the SOS. A rescue ship should be here within twenty minutes. And they're digging out the records of Max Capricorn. It should be quite a story."

"They'll want to talk to all of us, I suppose," Copper sighed.

"I'd have thought so, yeah."

Copper nodded sadly and walked over to where the Doctor and Professor were standing by the teleport. The Doctor leaning against it, staring ahead, lost in thought, as the Professor stood beside him stiffly, in the 'at ease' position, her face as blank as it had been throughout it all.

"I think, uh, one or two inconvenient truths might come to light," Copper remarked, "Still, it's my own fault, and then years in jail is better than dying."

"I never said...thank you," Rickston walked over to them, hugging the Doctor, not wanting to touch the girl with the gun, "The funny thing is...I said Max Capricorn was falling apart. Just before the crash, I sold all my shares, transferred them to his rivals. It's made me rich. What do you think of that?" the Doctor just looked at him, disgusted, till the man's vone rang and he turned away, "Salvain? Those shares, I want them triple-bonded and locked."

"Of all the people to survive, he's not the one you would have chosen, is he?" Copper watched the man walk off, "But if you could choose, if you decide who lives and who dies..." he shrugged, "That would make you a monster."

The Doctor looked at Copper a moment before sighing, "Mr. Copper..." he turned and took three teleport bracelets, "I think you deserve one of these," he handed the man the bracelet as well as the Professor, all three of them slipping it on.

Frame looked over, saluting them, before they disappeared.

~8~

The Doctor, Professor, and Copper were walking across an open area in the falling snow towards the TARDIS that was standing just on the other side.

"So, Great Britain is part of, uh, Europee and just across the British Channel you've got Great France and Great Germany…" Copper began slowly.

"No, no, it's just…it's just France and Germany," the Doctor corrected, "Only Britain is Great."

"Oh, and they're all at war with the continent of Ham-erica?"

"No, well...not yet, uh...could argue that one," he smiled, reaching the TARDIS, "There she is," he patted her, "Survive anything," he smiled, eyeing the Professor as well, "Like you."

"You know, between you and me," Copper continued, "I don't even think this snow is real. I think this is the ballast from the  _Titanic_ 's salvage entering the atmosphere."

The Doctor looked up, "Yeah. One of these days it might snow for real."

"So, I…I suppose you'll be off."

"The open sky."

"And, uh, what about me?"

"We travel alone. It's best that way."

"What…what am I supposed to do?"

"Give me that credit card."

"Well, it's just petty cash, spending money," he handed it over, "It's all done by computer. I…I didn't really know the currency so I thought a million might cover it."

"A million? Pounds?"

"That enough for trinkets?"

"Mr. Copper, a million pounds is worth 50 million credits."

"How much?"

"50 million and 56," the Professor stated.

"I…I've got money?" Copper gaped.

The Doctor smiled, "Yes, you have," he handed him the card back.

"Oh my word. Oh my Vot! Oh my goodness me! I…ya ha!"

"It's all yours, planet Earth. Now that's a retirement plan. But just you be careful, though."

"I will. I will. Oh, I will."

"No interfering. We don't want any trouble. Just...just have a nice life."

"But I can have a house, a proper house, with a garden, and…and a door, and...oh, Doctor, I will made you proud," he hugged him, even hugging the Professor though she stiffened and made no move to return it, he hardly noticed, "And…and I can have a kitchen with chairs, and windows, and lace..." he skipped off, laughing.

"Um, where are you going?" the Doctor called.

"Why, I have no idea!"

"No, me neither," he replied, unlocking the doors.

"But, Doctor...I won't forget her."

The Doctor nodded and watched as Copper skipped into the night. He looked over at the Professor as well, tentatively reaching out to take her hand. He felt her stiffen but she made no move to pull back or avoid him this time. If he were honest with himself, it hurt to see her so closed off, even with him, but...he'd learned from the Lazarus experience not to try and change her unless she wanted to change first. He had no right to try and make her like her old self. They were  _always_  different when they regenerated and it was up to them to change the things they didn't like. So...until then...he would just be there for her, get to know her again.

He smiled, nodding to himself as he patted the corner of the door frame and glanced at her, tugging her inside and closed the door, the TARDIS disappearing moments later.

* * *

**Notes for the Chapter:**

> Poor, poor Donna. That's all I'm going to say about Partners in Crime...


	2. Partners in Crime

The Doctor and Professor were walking down a crowded street, the Professor eyeing the people that passed, while the Doctor cast a curious look up at a rather large building, Adipose Industries. According to the TARDIS, there was something very alien going on in there. And, as it was the Earth, he decided they had to look into it for any malicious intent.

But, as must be done during any investigation, he had them sneak in the back of the building through the fire exit. A quick flash of the sonic got them through a door and into the basement corridors.

"John Smith, Katherine Stewart, Health and Safety," he flashed a passing security guard the psychic paper. He glanced down at the Professor's blaster still attached to her hip, a bit wary that the perception filter she had rigged up on it wouldn't work…but it was flawless, the guard didn't even glance at it. Then again…he should have expected that sort of craftsmanship from her.

~8~

The duo were hiding out in the projection room of the presentation/lecture hall of Adipose Industries, watching as the head of the company gave a presentation to a small number of press and possible sponsors.

"Adipose Industries," the severe looking blond woman began, "The 21st century way to lose weight. No exercise, no diet, no pain. Just lifelong freedom from fat. The Holy Grail of the modern age. And here it is. You just take one capsule, one capsule, once a day, for three weeks. And the fat, as they say..."

"The fat just walks away," the computer finished.

"Excuse me, Miss Foster, if I could?" a slightly plump black woman called from the crowd, "I'm Penny Carter, science correspondent for  _The Observer_. There are a thousand diet pills on the market, a thousand con men stealing people's money. How do we know the fat isn't going straight into your bank account?"

"Oh Penny," Foster laughed, "If cynicism burnt up calories, we'd all be as thin as rakes. But if you want the science, I oblige."

"Adipose Industries," the computer turned on, displaying a small presentation of the science behind the pills, "The Adipose capsule is composed of a synthesized mobilizing lipase, bound to a large protein molecule. The mobilizing lipase breaks up the triglycerides stored in the adipose cells, which then enter..."

"Fallacious," the Professor remarked, watching the screen carefully, her mind already running through the science.

The Doctor nodded before noticing the projectionist walk in, "Health and Safety," he held up the psychic paper, "Film department."

"100 percent legal, 100 percent effective," Foster finished.

"But, can I just ask, how many people have taken the pills to date?" Penny continued.

"We've already got one million customers within the Greater London area alone. But from next week, we start rolling out nationwide. The future starts here. And Britain will be  _thin_."

~8~

The Doctor and Professor walked through the call center of Adipose Industries, the phones ringing off the hook, "Good morning, I represent Adipose Industries…" various people began their sales pitches.

They stepped over to a young woman on the phone, "We deliver within three working days…"

"John Smith, Katherine Stewart," he whispered, holding up the paper again, "Health and Safety. Don't mind us," she nodded, casting the Professor's rather unprofessional outfit a curious look, "Listen, have you got any samples of anything you send out with the pills?"

She nodded, handing them a small golden capsule on a chain, "It is made of 18 carat gold, and it's yours for free," she explained, both to him and to the person on the line, "No, we don't give away pens, sorry. No, I can't make an exception, no."

The Doctor handed it over to the Professor who eyed it critically, fiddling it around in her hands, scanning it for all sorts of alien tech.

' _Alien,_ ' she confirmed, ' _Bio-tunes itself upon touch._ '

' _Bio-tunes?_ ' he wondered, ' _What for?_ '

' _Parthenogenesis._ '

He nodded and looked at the woman, "Can we have a list of a few of your clients in the area?" the woman nodded and he stood up, "That's the printer there?"

"By the plant, yeah," she replied.

"Brilliant," he sat down, watching her bring up the information when he realized something and stood up again, "Has it got paper?"

"Yeah, Jimbo keeps it stocked."

The Professor yanked him down, growing frustrated with his constant popping up.

"Excuse me, everyone, if I could have your attention!" Miss Foster called as she walked into the room. Everyone, save the Doctor and Professor, stood up to give her their attention, "On average, you're each selling forty Adipose packs per day. It's not enough. I want one hundred sales per person per day. And if not, you'll be replaced. 'Cos if anyone is good in trimming the fat, it's me. Now. Back to it," she nodded and left the room.

"Anyway, if you could print that off," the Doctor smiled at the woman as she sat back down, "Thanks," she hit print and turned to hand him a paper, "Thanks, then. Oh, what's that?"

"My telephone number," she grinned.

The Professor's head snapped to look at her, her stare grew harder.

"What for?"

"Health and Safety. You be health, I'll be safety."

"That contravenes paragraph five, subsection C," the Professor informed her sternly, standing up, "Make a comment like that again and I'll report you."

The woman's eyes widened in shock and she flinched back at her tone. The Doctor seemed a bit stunned at the harshness in the Professor's voice, she had been mostly unemotional and detached since she'd regenerated, this was the first hint of emotion in her voice that he'd heard since.

The Professor, on the other hand, simply grabbed his arm and pulled him out of the cubicle.

He couldn't help but smile a little though, "Bit possessive are you?"

She didn't answer, simply dragged him over to the printer, only to see there was no paper there yet. The Doctor shook his head as her jaw tensed before he walked back over to the cubicle, "Me again," he grinned reassuringly at the woman as she cast a cautious glance at the Professor, "Could you print that again? Thanks."

He turned and moved back to the Professor, noting that the tension in her shoulders relaxed minutely as he walked away from the woman and towards her.

~8~

The Doctor knocked on the door of one Mr. Roger Davey, a customer of Adipose Industries. He'd selected a man as he was not willing to risk the Professor's wrath had they gone with the first person on the list, a Stacey…something…

"Mr. Roger Davey, we're calling on behalf of Adipose Industries," he grinned, flashing the thin man the psychic paper, "Just need to ask you a few questions."

"How long have you been on the pills?" the Professor asked, getting straight to business as Roger stepped back and let them into the house.

"I've been on the pills two weeks now, I've lost fourteen kilos," he replied, leading them to his sitting room.

"That's the same amount every day?" the Doctor wondered.

"One kilo exactly. You wake up, and it's disappeared overnight. Well, technically speaking, it's gone by ten past one in the morning."

"What makes you say that?"

"That's when I get woken up. Might as well weigh myself at the same time," the Doctor looked at him curiously so Roger motioned for them to follow him back outside where he pointed up at a burglar alarm above his door, "It is driving me mad. Ten minutes past one, every night, bang on the dot, without fail, the burglar alarm goes off. I've had experts in, I've had it replaced, I've even phoned Watchdog. But no, ten past one in the morning, off it goes."

"But with no burglars?"

"Nothing. I've given up looking."

"Tell me Roger, have you got a cat flap?"

He nodded and knelt down to show them the small flap on the front door, "It was there when I bought the house. Never bothered with it. I'm not a cat person."

"No, I've met cat people. You are nothing like them."

"It's that what it is then? Cats getting inside the house?"

"Well, thing about cat flaps is that they don't just let things in, they let things out as well."

"Like what?"

"The fat just walks away…" the Doctor muttered before he and the Professor stood up, "Well, thanks for your help. Tell you what, maybe you could lay off the pills for a week or so…" something in his pocket beeped and he pulled out a Y-shaped device that was blinking red, "Ooh, gotta go, sorry!"

He turned and ran off, following the signal with the Professor, running down the street and around a corner. He stopped short, looking at the device before banging it and holding it out again, running off. They ran down another street when the beeping faded. He turned in a circle, trying to pick up on it again, when it dinged and they ran off.

The Doctor ran into the street, the Professor pulling him back as a white van sped past them. The device dinged once more at the car and they ran off after it, but it was too fast, turning a corner and disappearing. The beeping faded until it stopped completely.

A taxi drove past them and they turned to walk back to the TARDIS to try and follow the trace that the device had picked up.

~8~

The Doctor was leaning against a Y-beam, watching the Professor examine the Adipose Industries capsule through a magnifying glass, really taking a close look at the tech within.

"So what's the verdict?" he asked.

"Bio-flip digital stitch," she replied, "Like I said, specifically designed for parthenogenesis. Bio-encodes to the DNA of whoever touches it and when activated…"

"What?"

"Adipose Industries. Adipose technology. A weight loss program. They're using the Earth as a breeding planet, converting the fat of humans into Adipose."

His eyes widened at that. There was no way to be absolutely certain, they hadn't seen any Adipose nor the capsule at work…but her mind worked in a way he couldn't even begin to understand. It took all the information gathered, the highest probability estimations, and formulated a theory based on it. And what always shocked him, to that day, was how close to accurate she was. The Professor he knew, all the Academics really, never stated their theories out loud unless they were almost 100 percent certain of its validity. If she was saying it was the Adipose, then it was probably the Adipose.

"Well then," he nodded, "We should find out why."

She stood up and headed for the door, the Doctor watching her a bit sadly. With her new regeneration came an almost single minded thought process. She treated everything as a mission that needed to be completed, a plan she had to see though to the end. He'd found himself excited by the emergence of her logic during her last body…but this one, this one was purely logic and facts. Just like the war though, thankfully, not as bad. Had she reverted back to that state, Adipose would have found itself answering to her at gunpoint or worse destroyed, quite possibly taking all the human employees with it. For, during the war, there was little questioning toward finding out motives and more finishing the enemy before they could act. This version of her seemed only to pull her blaster in defense, when threatened or in retaliation.

He followed her out, having parked the TARDIS back in the alley behind the building. They headed to the fire exit and soniced the door once more, heading in. Though, unlike last time, they needed to be there that night. They walked along a deserted corridor till they found a small storage cupboard. He opened the door, allowing her in, before closing it behind him and sonicing it shut.

~8~

Nearly 9 hours later the Doctor stepped out of the cupboard with the Professor, a small frown on his face. That had been rather uncomfortable. The Professor had stood in the 'at ease' position the enter time, barely moving, barely talking, as he tried to start up a conversation to pass the time. He had been lucky to get more than a one word answer out of her at times. It was remnants of her training shining through he knew, do nothing to endanger the mission. If it meant standing in one position for hours on end, she would do it. And he didn't want to admit it, but the blank look on her face whenever he tried to get a rise out of her broke his hearts.

But he had little time to think on that as they headed for the roof where he'd spotted a window cleaner's cradle the day before. If they could get that to work, they could look in through some of the offices till they spotted the one they needed. They hopped in and slowly began to descend.

The cradle reached a particular window just as a door opened and they ducked down quickly, peeking over as Penny was hauled into the room by two guards, Foster following, "You've got no right to do this!" she shouted, loud enough for even them to hear her through the glass, as she struggled, "Let me go!"

The Doctor pulled out his stethoscope and moved to put one end on the window, ' _Listen in,_ ' he looked at her. She nodded, focusing on hearing what he heard in her mind.

"This is ridiculous!" Penny continued.

"Sit there," Foster ordered.

"I'm phoning my editor."

"I said sit!"

"You can't tie me up. What sort of a country do you think this is?"

"Oh, it's a beautifully fat country. And believe me, I've travelled a long way to find obesity on this scale."

"So come on then, Miss Foster, those pills. What are they?"

"Well, you might just as well have a scoop, since you'll never see it printed. This…is the spark of life."

"And what's that supposed to mean?"

"Officially, the capsule attracts all the fat cells and flushes them away. Well, it certainly attracts them, that part's true. But it binds the fat together and galvanizes it to form a body."

"Well, what d'you mean 'a body?'"

"I am surprised you never asked about my name. I chose it well. Foster, as in foster mother. And these…" they peeked their heads up to see a white blob with a face on the table, "Are my children."

"You're kidding me. What the hell is that?"

"Adipose. It's called an Adipose. Made out of living fat. Stripped from ordinary human..."

' _Donna,_ ' the Professor stated.

The Doctor looked at her sharply before following her gaze to see Donna Noble looking at them, shocked, through the small window on Foster's office door.

" _Donna?_ " he mouthed at her.

" _DOCTOR!_ " she mouthed back.

" _But...what? Wha...what?_ "

" _OH MY GOD!_ "

" _But...how?_ "

" _It's me!_ "

" _Well, I can see that!_ "

" _Oh this is brilliant!_ "

" _But what are you doing there?_ "

" _I was looking for you!_ "

" _What for?_ "

" _I, came here…_ " she started to mime as well, " _Trouble, read about it, internet, I thought, trouble equals you! And this place is weird! Pills! So I hid. Back there. Crept along. Heard this lot. Looked. You! 'Cos they..._ "

" _Can we stop this child's play before they notice!_ " the Professor mouthed, frustrated.

They immediately looked over to see if Foster, Penny, or the guards had noticed…they had.

"Are we interrupting you?" Foster asked.

" _Run!_ " the Doctor mouthed to Donna.

"Get her!" Foster ordered.

The Doctor quickly locked the office door with the sonic before using it to elevate the cradle back to the roof. They ran across it, to the door of the stairwell, and back down until they literally ran into Donna who pulled them both into a hug, not noticing the Professor stiffen in her excitement.

"Oh my God!" Donna gasped, "I don't believe it! You've even got the same suit!" she looked at him, aghast, "Don't you ever change?" and then glanced at the Professor, "And who's she?"

"The Professor," he replied.

"She don't look like the Professor…"

"Regeneration. Changed her face."

"What do you mean 'changed her face?'"

"Look Donna, not right now, we don't have the time!"

"Guards," the Professor muttered, looking down at the approaching soldiers.

"Just like old times!" the Doctor grinned, taking off up the stairs. He wanted nothing more than to take the Professor's hand and run, but the hardened warrior in her seemed to see that as a disadvantage, slowing down a run and throwing balance off. She had easily avoided his last few attempts to do so and he'd quickly learned not to try, for now at least.

They ran up stairs and onto the roof, the Doctor and Professor quickly heading for the cradle once more as Donna babbled on excitedly.

"'Cos I thought, how do I find the Doctor and Professor? And then I just thought, look for trouble and then he'll turn up and she won't be far away! So I looked everywhere, you name it, UFOs, sightings, crop circles, sea monsters. I looked, I found them all. Like that stuff about the bees disappearing, I thought, I bet they're connected. 'Cos the thing is, I believe it all now. You opened my eyes. All those amazing things out there, I believe them all. Well, apart from that replica of the  _Titanic_  flying over Buckingham Palace on Christmas Day, I mean that's gotta be a hoax! And…"

"Oh, will you shut up and let us work!" the Professor snapped.

Donna's mouth fell open in shock at the woman's tone and words. She had noticed that, if this  _was_  the Professor, she was very different. Not just her appearance, but the way she held herself. She hadn't quite thought it was this bad though. It couldn't be her. It just couldn't. Whatever that regeneration thing was had changed her…this person, who had glared at her just then and told her to stuff it, she couldn't be the same person who had comforted her during her almost wedding.

Donna fell silent in shock and hurt. The Professor seemed not to notice as she got back to working on the cradle.

The Doctor winced, shooting Donna an apologetic smile, this version of the Professor seemed to have a short temper and even less patience, at least in terms of distractions to a mission and that's all she was seeing Donna as at that moment, "What d'you mean, the bees are disappearing?" he attempted, trying to lift her spirits just a bit.

"Dunno…" Donna nearly whispered, shaken by the sudden tongue lashing, "That's what it says on the internet. Also talked about Adipose Industries so…thought I'd take a look…"

"In you get!" the Doctor called, snapping her out of her hurt.

"Well in that thing?" she looked up to see him and the Professor standing in the cradle.

"Yes in that thing!"

"But if we go down in that, they'll just call us back up again."

"No, no, no, 'cos I've locked the controls with a sonic cage. I'm the only one who can control it. Not unless she's got a sonic device of her own. Which is  _very_  unlikely."

Donna glanced at the roof door before rushing over to the cradle and getting in. The Professor set the controls and down they went. They'd gotten nearly halfway to Foster's office when the cradle started to fall. The Doctor looked up and aimed the sonic, flashing it to make them stop.

Unfortunately the sudden jerk sent them all toppling around. He jumped up, "Hold on. Hold on, we can get in through the window!" he flashed the sonic but it didn't work, "Can't get it open!"

"Deadlocked," the Professor reasoned.

"Well, smash it then!" Donna argued, picking up a large wrench and banging it on the glass to no avail. She quickly grew frustrated and looked up, only to see Foster holding some sort of device at the ropes, one of which was smoking, "Cutting the cable!"

The cable broke a moment later, the Doctor and Professor managed to hold on, but Donna fell out, grabbing onto the broken cable and dangling in the air.

"Donna!" the Doctor shouted.

"Doctor! Professor!"

"Hold on!"

"I AM!" the Doctor tried to pull up the cable but couldn't, "Doctor!"

The Professor looked up to see the second cable sparking and pulled herself up, onto the edge of the cradle, and aimed her blaster. She fired, striking the woman's hand and causing her to drop the sonic device. She reached up and caught it as it fell, turning it on the window and unlocking the building.

"I'm going to fall!" Donna shouted, "This is all your fault. I should've stayed at home!"

"We won't be a minute!" the Doctor called as the Professor nimbly climbed into the window, following her. They quickly ran down stairs and into Foster's office where Penny was still tied.

"Is anyone gonna tell me what's going on?" Penny demanded.

"What, you're a journalist?" he eyed her as the Professor opened the window Donna was dangling before.

"Yes."

"Well, make it up!"

They reached out to grab Donna's legs but she kicked them off, "Get off!"

"We've got you! We've got you. Stop kicking!"

A moment later they managed to get Donna inside and safe, "I was right," she breathed, "It's always like this with you, innit?"

He gave her a huge grin, "Oh yes! And off we go!" they turned and ran out of the room.

"OI!" Penny shouted.

The Doctor popped his head back, "Sorry!" he flashed the sonic and released her bindings, "Now do yourself a favor, get out."

He turned and ran out, catching up with the Professor and Donna in the call center but they stopped short, seeing Foster and her guards standing there.

"Well then," Foster smirked as she took off her glasses, "At last."

"Hello," Donna waved.

"Nice to meet you," the Doctor added, "I'm the Doctor. This is the Professor."

"And I'm Donna."

"Partners in crime," she eyed them, "And evidently off-worlders, judging by your sonic technology."

"Oh yes, we've still got your sonic pen," he looked over at the Professor as she held it, "Nice, I like it. Sleek, it's kinda sleek."

"Oh, it's definitely sleek," Donna agreed.

"Yeah, and if you were to sign your real name that would be..."

"Matron Cofelia of the Five-Straighten Classabindi Nursery Fleet. Intergalactic Class."

"A wet nurse, using humans as surrogates."

"I've been employed by the Adiposian First Family to foster a new generation after their breeding planet was lost."

"What do you mean lost? How do you lose a planet?"

"Oh, politics are none of my concern. I'm just here to take care of the children on behalf of the parents."

"What, like an outer space super-nanny?" Donna frowned.

"Yes, if you like."

"So...so those little things they're...they're made out of fat yeah, but that woman, Stacy Campbell, there was nothing left of her."

"Oh, in a crisis the Adipose can convert bone and hair and internal organs. Makes them a little bit sick, poor things."

"What about poor Stacy?"

"Seeding a level 5 planet is against galactic law," the Professor stated, a hard look in her eyes.

"Are you threatening me?" Foster narrowed her eyes at her.

"Yes."

"No!" the Doctor cut in, shooting the Professor a look, "We're trying to  _help_  you, Matron. This is your one chance, 'cos if you don't call this off, then we'll have to stop you."

"I hardly think you can stop bullets," she smirked as the guards took aim.

The Professor, in turn, stepped forward to stand slightly in front of the Doctor and aimed her blaster back.

"No, hold on, hold on, hold on, hold on," the Doctor ran next to her, his hands up, "One more thing, before...dying. Do you know what happens if you hold two identical sonic devices against each other?"

"No…" Foster eyed him.

"Nor me, lets find out!" he grabbed the sonic pen from the Professor and smashed it together with his own sonic, creating a horrible high-pitched noise. Foster and her guards covered their ears as the glass around them shattered.

Donna gave him a shove, pushing him, and wondering how the Professor could possibly stand there so unaffected by the noise, even the Doctor was squirming, "Come on!" she turned and ran off, the two Time Lords following after her. The Doctor soon overtook her at the stairwell, leading them down to the deserted basement corridor, right to the cupboard they had hidden in before.

He yanked open the door and started throwing the supplies out to give them room to work, "Well, that's one solution," Donna remarked, "Hide in a cupboard. I like it."

The Professor stepped forward and pressed against the wall, sliding a hidden panel to reveal a green machine behind it, "We need to hack into this."

The Doctor nodded, "'Cos the Matron's got a computer core running through the center of the building."

"Triple deadlocked," the Professor assessed.

"But now we've got this," he held up the sonic pen, handing it to her, "We can get into it."

"She's wired up the whole building," the Professor mumbled, "Secure the perimeter…" she held two sparking plugs together and lightning zapped around the frames of the corridor all the way down to the stairs.

Donna watched, slightly horrified, as two guards ran down the steps only to be shocked unconscious as they stepped into the hall.

"Why's she wired up the tower block?" the Doctor frowned, looking over the Professor's shoulder, "What's it all for?"

"Inducer online," the computer stated.

"You look older," Donna commented, turning to eye them.

"Thanks," he remarked, watching the Professor work.

"Still on your own?"

"Yup. Well no, we had this friend, Martha she was called. Martha Jones. She was brilliant...and we destroyed half her life. But she's fine. She's good. She's gone."

"What about Rose?"

"Still lost," he paused, glancing at her, "I thought you were going to travel the world?"

"Easier said than done. It's like I had that one day with you and I was gonna change. I was gonna do so much. Then I woke up next morning, same old life. It's like you were never there. And I tried. I did try, I went to Egypt. I was gonna go barefoot and everything. And then it's all bus trips and guidebooks and don't drink the water and two weeks later you're back home. It's nothing like being with you. I must have been mad turning down that offer."

"What offer?"

"To come with you."

"You'd come with us?"

"Oh yes, please!"

"Right."

"Inducer activated," the computer stated.

"What's it doing now?" Donna frowned.

"She's started the program," the Doctor replied.

"Inducer transmitting."

"So far they're just losing weight, but the Matron has gone up to emergency pathogenesis."

"That's when they convert..." Donna's mouth dropped open in horror.

"Skeletons, organs, everything. A million people are gonna die!" he moved to the Professor's side, "Gotta cancel the signal!" he pulled out the golden capsule, pulling off one end to reveal a small chip inside, "This contains the primary signal. If we can switch it off the fat goes back to being just fat…" he hooked the capsule into the machine.

"Inducer increasing."

"No, no, no, no, no!" he cried, tense, "She's doubled it, we need...haven't got time! It's too far, we can't override it! They're all gonna die!"

"Is there anything I can do?" Donna asked.

"Sorry, Donna, this is way beyond you! Gotta double the base pulse, we can't..."

"Doctor, tell me what do you need!"

"We need a second capsule to boost the override," the Professor replied.

"But we've only got the one!" the Doctor shook his head, "We can't save them!"

Donna simply held up a gold capsule of her own. The Doctor looked at her in shock before they both burst out laughing.

"Don't waste time grinning like idiots!" the Professor snapped, snatching the second capsule and plugging it in herself, pulling a lever and turning off the lights.

"Right…" the Doctor swallowed, a bit bashful, "Sorry."

Just then a horn sounded above them.

"What the hell was that?" Donna looked up.

"The nursery…" the Doctor looked up as well.

"Fine. When you say nursery you don't mean a crèche in Notting Hill."

"Nursery ship."

The computer unit lit up again, "Incoming signal."

The Professor turned to it as it began to murmur, the Doctor listening intently as well.

"Hadn't we better go and stop them?" Donna asked.

"Hang on, instructions from the Adiposian First Family," the Doctor quieted her, "She's wired up the tower block to convert it into a levitation post…oh. Ooh, we're not the ones in trouble now. SHE is!"

~8~

The Doctor, Professor, and Donna ran up onto the roof to see the Adipose babies levitating up in a blue light, towards the ship.

"What you gonna do then?" Donna asked, "Blow them up?"

"They're just children," the Doctor remarked, "They can't help where they come from."

"Oh, that makes a change from last time. That Martha must've done you good."

"Adipose are a pacifistic society, unlike the Racnoss which are born only to feast on the resources of planets and their people," the Professor declared, "They pose no threat."

Donna frowned and looked at her, "What happened to you?" she asked her quietly, feeling immensely disheartened and sorry for whatever made the compassionate girl she knew before so cold and unfeeling.

"Target located," the Professor said, not answering Donna's question as they headed over to the edge of the roof where Foster was hovering in the air across from them.

"Matron Cofelia, listen to us!" the Doctor shouted.

"Oh, I don't think so, Doctor," she sneered, "And if I never see you again, it will be too soon."

"Oh, why does no one ever listen? I'm trying to help! Just get across to the roof. Can you shift the levitation beam?"

"What, so that you can arrest me?"

"Just listen. We saw the Adiposian instructions, they know it's a crime, breeding on Earth. So what's the one thing they want to get rid of? Their accomplice!"

"I'm far more than that. I'm nanny to all these children."

The Doctor glanced around, seeing only Foster was left in the beam, "Exactly! Mum and dad have got the kids now, they don't need the nanny anymore!"

Suddenly the blue light vanished and Foster fell down to the ground with a scream. Donna hid her face in the Doctor's shoulder as they looked away, the Professor just watching her fall, unaffected.

When Donna peeked out again it was to look up at the ships where the Adipose babies were waving goodbye to them.

~8~

The Doctor tossed the sonic pen into a bin as they stood on the street, watching the ambulance and police walk around outside the building. The Professor stood 'at ease,' watching the proceedings.

"Oi, you three!" Penny shouted, walking over to them, still tied to the chair, "You're just mad. Do you hear me? Mad! And I'm gonna report you...for madness!"

Donna shook her head, watching as she crept away, "You see, some people just can't take it."

"No," the Doctor agreed.

"But some people can. So, then, TARDIS! Come on!" she grabbed the Doctor's arm, pulling him away, the Professor following as Donna pulled him to the alley where the TARDIS was parked before a small blue car, "That's my car! That is like destiny! And I've been ready for this," she turned and opened the boot, pulling out suitcase after suitcase, "I packed ages ago, just in case. 'Cos I thought, hot weather, cold weather, no weather..." she handed them to the Doctor who was still a bit stunned, "...they go anywhere, I've gotta be prepared," she tossed on a stripped hatbox for good measure.

"You've got a...a...hatbox?"

"Planet of the Hats, I'm ready!"

~8~

The Doctor and Professor stood before the TARDIS, surrounded by suitcases, serious, as Donna babbled from the doorway, beaming, "Do I need injections though, do I? Like when you go to Cambodia, is there any of that? 'Cos my friend Veena went to Bahrain, and..." she trailed off, seeing that they didn't look as happy as she felt, "You're not saying much."

"No, it's just..." he swallowed hard, "It's a funny old life, in the TARDIS."

"You don't want me," she breathed, sad.

"I'm not saying that."

"But you asked me…" the Doctor just stared at her sadly, "Would you rather the two of you be on your own?"

"No," he shook his head, "Actually, no," and he really didn't, having another Companion would help the Professor. Having Martha along had done wonders for her and he just knew Donna would be good for her as well, "But..." he put a bag on the ground, "The last time, with Martha, like I said it...it was complicated at first. And that was all my fault. We just want a mate."

"You just want TO MATE?" Donna cried, disgusted, stepping back from him.

"No! A mate!"

"You're not mating with me, sunshine!"

" _A_  mate, a _mate_!"

"Well just as well, because I'm not having any of that nonsense. I mean you're just a long streak of...nothing. You know, alien nothing."

"There we are, then. OK."

"I can come?"

"Yeah. Course you can, yeah. We'd love it."

"Oh, that's just..." she ran to hug him but stopped short, "Car keys!"

"What?"

"I've still got my mum's car keys! I won't be a minute!"

She turned and ran off, leaving the Doctor and Professor to get the suitcases into the TARDIS. The Professor eyed him a moment before helping, lugging them inside.

Once they were all in she stood by the console as he leaned against it, "So…" he glanced at her, "What do you think?"

"She's irritating," she remarked.

He laughed a bit, "She'll be good for us. I know it," he looked at her, "You said it yourself, she's good."

"Then I was mistaken."

He actually snorted at that, " _You?_ "

The corner of her mouth twitched up for a second and he beamed, it was the first hint of a smile he'd seen from her since she'd regenerated.

"Off we go, then!" Donna shouted as she ran into the TARDIS a few minutes later.

"Here it is, the TARDIS," he grinned, "It's bigger on the inside than it is on the outside..."

"Oh, I know that bit. Although frankly, you could turn the heat up."

"So, whole wide Universe, where do you want to go?"

"Oh, I know exactly the place."

"Which is?"

"Two and a half miles, that way," she jerked her finger. He nodded and went to the console, he and the Professor keying in the coordinates. As soon as they were there, the Doctor nodded to Donna who ran to the door, throwing them open, and waving out into the night.

"That's Donna!" they heard someone shout and went over, vaguely able to see an old man looking up at them, "Yeah, that's Donna! And that's them! That's them! Hey! That's them! Ha ha ha! Go on girl! Go on, get up there! Hey!" he did a little jig as they flew off into the stars.

* * *

**Notes for the Chapter:**

> So what do you think? Will Donna be good for the Professor? We have all of Series 4 to find out :)
> 
> It killed me to write the interactions with Donna and the Professor for this chapter, especially after how understanding and nice the Professor was to her at the almost wedding, but this regeneration has layers of walls to work through, even the Doctor's going to have his fair share of detachment from her (and yes, it really does KILL me to do that to Keta). This will definitely be a rough patch in their relationship so the Doctor/Professor scenes will tend to be subtle at best, but don't worry Keta fans, the Doctor's not one to give up without a fight and this Professor certainly has some fight in her too doesn't she? I don't want to give away too much about what will happen with the Professor and her regeneration, but...I can say that there will be events in certain episodes that will definitely affect her (in fact, there's one in the very next chapter), but whether positively or negatively, you'll have to wait to find out :) -insert evil laugh-


	3. The Fires of Pompeii

The Doctor stepped out of the TARDIS, pushing aside a rough curtain with a broad smile on his face. Donna stepped out behind him, followed by the Professor, who was none too pleased with how he'd rushed out just then without letting her check that it was safe first.

"Ancient Rome!" he cheered, stepping out onto a busy street with market stalls, "Well, not to them, obviously. For all intents and purposes right now...this is brand new Rome."

"Oh my God!" Donna gasped, looking around in wonder, "It's...it's so Roman. This is fantastic!" she hugged him, "I'm here...in Rome. Donna Noble in Rome," she sighed, walking down the street along with the Doctor and Professor, "This is just weird. I mean, everyone here is dead."

"Well, don't go telling them that."

She turned to him but spotted something behind him, "Hold on a minute. That sign over there is in English. Are you having me on? Are we in Epcot?"

"TARDIS translation circuits," the Professor responded, "Makes everything English."

"Everything?"

"Speech as well," the Doctor nodded, "You're talking Latin right now."

"Seriously?"

"Mmm."

"I just said 'seriously' in Latin."

"Oh yeah."

She laughed, "What if I said something in actual Latin? Like 'veni, vidi, vici?' My dad said that when he came back from football. If I said 'veni, vidi, vici' to that lot, what would it sound like?"

"Welsh," the Professor replied.

"Really?" the Doctor looked at her.

"I'm gonna try it," Donna smiled and walked over to a vendor.

"Hello, sweetheart," the man grinned, "What can I get for you, my love?"

"Veni, vidi, vici."

"Huh? Sorry? Me no speak Celtic. No can do, missy."

"Yeah," she walked back over to the Doctor, "What does he mean 'Celtic?'"

"Welsh," he nodded, "You sound Welsh," he looked at the Professor, "You were right. Welsh. That's something."

They turned and kept walking down the street when Donna asked, "Won't our clothes look a bit odd?"

"Nah. Ancient Rome, anything goes. It's like Soho...but bigger."

"You've been here before then?"

"Hm, ages ago. Before you ask, that fire had nothing to do with me."

"Liar," the Professor remarked.

He sighed, "Well, a little bit, but we hadn't gotten the chance to look around properly. Coliseum...Pantheon...Circus Maximus...you'd expect them to be looming by now. Where is everything?" he stopped and looked around, "Professor?"

She closed her eyes a moment, focusing on where they were. She hadn't had time to look up the layout of the area as the Doctor had just run to the doors as soon as they'd landed.

"I'm not an expert, but there are seven hills of Rome, aren't there?" Donna asked, "How come they only got one?"

The Professor's eyes snapped open to see the mountain in the distance when the ground shook.

"Here we go again," a vendor called as they all started trying to save their stalls.

"Wait a minute!" Donna gasped, "One mountain...with smoke...which makes this..."

"Pompeii," the Professor stated.

"We're in Pompeii..." the Doctor breathed, "And it's Volcano Day!"

They turned and ran back through the streets towards where they'd stationed the TARDIS, only to find it gone, "You're kidding," Donna gaped, "Don't tell me the TARDIS is gone."

"Okay."

"Where is it then?"

"You told me not to tell you."

"Don't get clever in Latin."

He looked around before spotting the vendor from before and ran over, "Um...excuse me! Excuse me! There was a box…big, blue box. Big, blue, wooden box...just over there. Where's it gone?"

"Sold it, didn't I?" the vendor grinned smugly.

"It wasn't yours to sell," the Professor's eyes narrowed at him.

"It was on my patch, wasn't it? I got 15 sesterces for it. Lovely jubbly."

Her jaw tensed before she deftly reached out, grabbed the front of his shirt, and pulled him closer, fisting the cloth, holding him tight, "Who did you sell it to?"

He swallowed hard, "Old Caecilius. Foss Street. Big villa. Can't miss it."

She nodded, shoving him away, and turned to leave as the Doctor and Donna watched her go, stunned, "Thanks," he told the vendor, before wondering, "What did he buy a big, blue wooden box for?"

"Doctor!" she shouted.

He winced and ran off after her, Donna following.

~8~

The Doctor ran through the streets, back to Donna, the Professor with him, "Ha!" he called to her, "We've got it! Foss Street, this way!"

"No, I've found this big sort of amphitheater, I think..." Donna shook her head, "We can start there. We can get everyone together. Then maybe they've got a great, big bell or something we could ring. Have they invented bells yet?"

"What do you want a bell for?"

"To warn everyone! To start the evacuation! What time does Vesuvius erupt? When's it due?"

"It's 79 AD, 23rd of August," the Professor replied, both her and the Doctor now very serious, "Vesuvius erupts tomorrow."

"Plenty of time," Donna smiled, "We can get everyone out easy."

"No, we aren't."

The Doctor nodded, grabbing Donna's hand and pulling her back towards Foss Street.

"But that's what you do," Donna pulled her hand away, "At least YOU do it. You're the Doctor. You save people."

"Not this time," the Professor countered, "Pompeii is a fixed point in history."

The Doctor swallowed hard and had to agree, "What happens, happens. There is no stopping it."

"Says who?" Donna demanded.

"Says us."

"What, and you're in charge?"

"TARDIS, Time Lords...yeah."

"Donna, human...no! I don't need your permission. I'll tell them myself."

"You stand in the marketplace and announce the end of the world, they'll just think you're a mad old soothsayer. Now, come on. TARDIS, we are getting out of here."

He turned and ran off with the Professor, "Well, I just might have something to say about that, spaceman!"

"Oh, I bet you will!" he agreed but Donna followed anyway.

~8~

The Doctor ran into the villa of Caecilius just as it started to tremble, saving a bust from falling to the ground before one of the residents could get to it.

"Whoa!" he rightened it, slapping its cheeks, "There you go."

"Thank you, kind sir," the man who had run to the door said, "I'm afraid business is closed for the day. I'm expecting a visitor."

"Oh, that's us," the Doctor shook his hand, "We're visitors. Hello."

"Who are you?" he glanced at the trio.

"Quintilia," the Professor responded quickly.

"And I am...Spartacus," the Doctor grinned.

"And so am I," Donna added.

"Mr. and Mrs. Spartacus?" he looked between them.

"Oh no, we're not married," the Doctor shook his head.

"Not together," Donna agreed.

"Oh, then brother and sister?" he nodded, "Yes, of course. You look very much alike."

"Really?" the Doctor and Donna looked at each other.

"I'm sorry, but I'm not open for trade…"

"And that trade would be?" the Doctor asked.

"Marble. Lucius Caecilius. Mining, polishing, and design thereof. If you want marble, I'm your man."

"That's good. That's good, 'cos I'm the marble inspector," he held up the psychic paper.

"By the gods of commerce, an inspection," an older woman behind Caecilius gasped, taking wine from a young man sitting before her and pouring it into the pool behind them, "I'm sorry, sir. I do apologize for my son."

"Oi!" her son glared.

"This is my good wife, Metella," Caecilius introduced, "I…I must confess, we're not prepared for a…"

"Nothing to worry about," the Doctor waved him off, "I…I'm sure you've got nothing to hide. Although, frankly, that..." he nodded at the TARDIS, sitting off to the side of the room, "Object...rather looks like wood to me."

"I told you to get rid of it!" Metella hissed as the trio walked over to it.

"I only bought it today," Caecilius defended.

"Ah, well," the Doctor nodded, "Caveat emptor."

"Oh, you're Celtic. They're lovely."

"I'm sure it's fine but I might have to take it off your hands for a proper inspection."

"Although, while we're here, wouldn't you recommend a holiday, Spartacus?" Donna looked at him.

"I don't know what you mean, Spartacus."

"Oh, this lovely family, mother and father and son...don't you think they should get out of town?"

"Why should we do that?" Caecilius frowned.

"Well, the volcano for starters…"

"What?"

"Volcano."

"What-ano?"

"That great big volcano right on your doorstep…."

"Oh, Spartacus, for shame," the Doctor cut in, "We haven't even greeted the household gods yet," he pulled her away, towards a small frieze in the back of the room, the Professor following, "They don't know what it is. Vesuvius is just a mountain to them. The top hasn't blown off yet," he sprinkled the relief with water.

"79 AD, not even the Romans have a word for volcano," the Professor added, not bothering to sprinkle the relief.

"Not until tomorrow," the Doctor muttered.

"Oh great," Donna commented sarcastically, "They can learn a new word...when they die."

"Donna, stop it."

"Listen, I don't know what sort of kids you've been flyin' around with in outer space, but you're not telling me to shut up. That boy..." she pointed at Lucius's son, "How old is he, sixteen? And tomorrow he burns to death."

"And that's our fault?"

"Right now, yes!"

"We do not have time for this," the Professor grabbed Donna's arm, "We need to go."

She turned and hauled her off when a servant entered the room, "Announcing Lucius Petrus Dextrus, Chief Augur of the city government."

An older man strode in, a cloak draped over his right arm, the Professor's eyes narrowed in on its immobility as she slowed.

"Lucius, my pleasure as always," Caecilius greeted.

"Quintus, stand up," Metella nudged her son to get him to stand.

"A rare and great honor, sir, for you to come to my house," he held out a hand but Lucius ignored it.

"The birds are flying north...and the wind is in the west," Lucius replied.

"Right. Absolutely. That's good, is it?"

"Only the grain of wheat knows where it will grow."

"There now, Metella, have you ever heard such wisdom?

"Never," Metella breathed, "It's an honor."

"Pardon me, sir, I have guests," Caecilius gestured to the three of them, making them stop completely, "This is Quintilia, Spartacus, and, uh, Spartacus."

"A name is but a cloud upon a summer wind," Lucius sighed.

"But the wind is felt most keenly in the dark," the Professor replied sharply.

"Ah! What is the dark other than an omen of the sun?"

"It is true that every sun must set..."

"Ha!"

"...and yet the son of the father must also rise."

The Doctor smirked, watching her hold her own against the man. At least her brilliance could shine through in this regeneration, however militaristic it seemed to be based.

"Damn," Lucius glared, "Very clever. Evidently a woman of learning."

"Oh yes," the Doctor beamed at her proudly, "But don't mind her. Don't want to disturb the status quo now do we?"

"They're Celtic," Caecilius whispered.

"We'll be off in a minute," he grabbed Donna's hand this time and tugged her towards the TARDIS.

"I'm not going," she insisted quietly.

"It's ready, sir," Caecilius turned to Lucius.

"You've got to," the Doctor hissed at Donna.

"Well I'm not," she replied.

"The moment of revelation," Caecilius unveiled a small, square piece of marble, "And here it is..." the Doctor and Professor glanced back at it, the Doctor's eyes widening while the Professor's narrowed more at the sight of the familiar etchings on it, "Exactly as you specified. It pleases you, sir?"

"As the rain pleases the soil," Lucius grinned.

The Doctor walked back over, "Oh now that's...different. Who designed that then?"

"My lord Lucius was very specific," Caecilius replied.

"Where'd you get the pattern?"

"On the rain and mist and wind," Lucius answered.

"Well that looks like a circuit," Donna remarked.

"Made of stone," the Doctor agreed.

"Do you mean you just dreamt that up?"

"That is my job...as City Augur," Lucius nodded.

"What's that then, like the mayor?"

"Oh, ah, you must excuse my friend. She's from...Barcelona…" the Doctor pulled Donna aside, while the Professor's gaze remained fixed on Lucius, "This is an age of superstition...of  _official_  superstition. The augur is paid by the city to tell the future. 'The wind will blow from the west.' That's the equivalent of the 10:00 news."

"They're laughing at us," a weak voice called. They looked over to see a pale girl with dark hair looking at them, swaying on her feet, "Those three, they use words like tricksters. They're mocking us."

"No, no. I meant no offence."

"I'm sorry," Metella walked over to the girl, "My daughter's been consuming the vapors."

"By the gods, Mother!" Quintus gasped, "What have you been doing to her?"

"Not now, Quintus," Caecilius glared at his son.

"But she's sick. Just look at her."

"I gather I have a rival in this household," Lucius eyed the girl, "Another with the gift."

Metella smiled proudly, "Oh, she's been promised to the Sibylline Sisterhood. They say she has remarkable visions."

"The prophecies of women are limited and dull. Only the men folk have the capacity for true perception."

"I'll tell you where the wind's blowing right now, mate," Donna glared at him.

The ground shook.

"The mountain god marks your words," Lucius returned her glare, "I'd be careful if I were you."

"Consuming the vapors, you say?" the Doctor looked at the girl.

"They give me strength," she nodded.

"It doesn't look like it to me."

"Is that your opinion...as a doctor?"

"I beg your pardon?" he asked as the Professor stiffened.

"Doctor. That's your name. As hers is Professor."

"How did you know that?"

"And you," she glanced at Donna, "You call yourself noble."

"Now then Evelina, don't be rude," Metella said quietly.

"No, no, no," the Doctor shook his head, "Let her talk."

"You all come from so far away," Evelina continued.

"A female soothsayer is inclined to invent all sorts of vagaries," Lucius remarked.

"Oh, not this time, Lucius," the Doctor shook his head, "I reckon you've been out-soothsaid."

"Is that so...child of Gallifrey?"

"What?"

"Strangest of images," he glanced at him and the Professor, "Your home is lost in fire, is it not?"

"Doctor, what are they doing?" Donna asked.

"And you, daughter of...London."

"How does he know that?"

"This is the gift of Pompeii. Every single oracle tells the truth."

"Impossible," the Professor eyed them.

"Doctor, Professor, she is returning."

"Who is?" the Doctor frowned, "Who's she?"

"And you, daughter of London...you have something on your back."

"What's that mean?" Donna gasped.

"Even the word 'Doctor' and 'Professor' are false," Evelina added, "Your real names are hidden. They burn in the stars of the cascade of Medusa herself. You are a lord and lady. A lord...and lady…of time..." and with that, Evelina fainted.

"Evelina!" Metella cried, rushing to her daughter's side with the Doctor.

~8~

Evelina was lying, unconscious, on her bed while her mother sat beside her, caring for her, as Donna and the Professor stood nearby.

"She didn't mean to be rude," Metella told them, "She's ever such a good girl. But when the gods speak through her..." she sighed, unwrapping a cloth from her daughter's arm.

"What's wrong with her arm?" Donna frowned, seeing a grayish patch on the girl's skin.

"An irritation of the skin. She never complains, bless her. We bathe it in olive oil every night."

"What is it?"

"Evelina said you'd come from far away. Please, have you ever seen anything like it?"

Donna ran her finger along Evelina's arm, the Professor doing the same, scanning it.

"It's stone," Donna gasped.

"Not just any stone," the Professor replied before turning and walking out of the room. If this was what she thought it was…they would be in trouble, she had to see the Doctor first, get a sample of the dust he'd found in the hypocaust he'd gone to examine to confirm.

She found him and Quintus about to sneak out of the house, "Doctor," she called.

He turned around, "Ah, Professor," he reached into his pocket and pulled out a small vial of the dust, "What do you make of this?"

He sprinkled some into the palm of her hand and she rubbed it between her fingers, "Pyrovile," she replied.

He nodded, "Listen, stay here with Donna and the family, keep an eye out on them and…"

"I'm going with you."

"Prof…"

"Dealing with Pyroviles you will need all the backup you can get," she explained matter-of-factly, not about to leave his side when facing such an enemy, "And Lucius Petrus Dextrus is hiding something."

He eyed her a moment, seeing her determination, before nodding and they headed out behind Quintus, lit torch in hand, as he led them through the streets of Pompeii. They had walked only a short distance before stopping outside one window, "Don't tell my dad," the boy pleaded.

"Only if you don't tell ours," the Doctor looked around for a way in when the Professor simply leapt onto a barrel, shoved the window open, and jumped inside.

The Doctor had to let out a whistle at her moves before following, it seemed her grace followed her even into this body.

He squinted at the dark room, the only light coming from the hypocaust, "Pass me that torch," he called out to Quintus. He took the torch, looking around.

"Perimeter secured at the moment," the Professor responded, seeing him trying to check that no one was around. it was why she had gone in first, she could better assess the surroundings, make sure there was no danger before he entered. He nodded and moved to look behind a curtain for something, handing the torch back to Quintus as soon as the boy had hopped in. He pulled down the curtain to reveal more circuits sitting there.

"The liar," Quintus hissed, "He told my father it was the only one."

"Well..." the Doctor slipped on his specs, "Plenty of marble merchants in this town. Tell them all the same thing, get all the components from different places so no one can see what you're building."

"Which is what?"

"The future…" a voice said from behind them. They spun around to see Lucius standing there, "We are building the future as dictated by the gods."

~8~

The Doctor stood by the Professor, both working on setting the circuits up in the right order, trying to find out what the parts were for, "Put this one...there…" the Doctor muttered, "This one...there. Uh...I'll keep that one upside down. What have you got?" he stepped back.

"Enlighten me," Lucius replied.

"What? The soothsayer doesn't know?"

"The seed may float on the breeze in any direction."

"Yeah, I knew you were gonna say that."

"It's an energy converter," the Professor replied.

"An energy converter of what?" Lucius eyed her.

"Don't know," the Doctor grinned, "Isn't that brilliant? I love not knowing, keeps me on my toes," he moved to stand beside Lucius as the Professor examined the circuits closely, "It must be awful, being a prophet. Waking up every morning, 'Is it raining? Yes, it is. I said so.' Takes all the fun out of life. But who designed this, Lucius? Hmm? Who gave you these instructions?"

"I think you've babbled long enough."

"Lucius, really, tell me honestly. We're on your side. We can help."

"You insult the gods! There can be only one sentence. At arms!" Lucius's guards entered and the Doctor backed away, pulling off his glasses, his hand grabbing the Professor's arm to keep her from pulling her gun as she turned around.

"Oh, morituri te salutant."

"Celtic prayers won't help you now."

"But it was them, sir," Quintus pleaded, "They made me do it. Sir Dextrus, please don't…"

"Come on now, Quintus..."

"Dignity in death," the Professor cut in, "I respect your victory, Lucius," she stepped forward, out of the Doctor's hold, and held out a hand to Lucius, "Would you shake the hand of those you conquered?" Lucius stared at it. Suddenly she lunged forward and grabbed his right arm, pulling it off entirely, revealing it to be stone.

"But he's..." Quintus breathed.

"Show me," the Doctor turned to Lucius, just a bit startled that he hadn't noticed that.

Lucius threw back his cloak, exposing his stump of a stone arm, "The work of the gods."

"He's stone!" Quintus gaped.

"'Armless enough, though," the Doctor laughed. The Professor half threw the arm back to Lucius to distract him and they ran, "Quintus!" Quintus threw the torch at one of the guards and clambered out the window, past the Professor who crouched on the side of it, her blaster aimed back, covering the Doctor as he flashed the sonic at the circuits, knocking them over, "Out! Out! Out! Hurry!" they jumped into the street and ran down it, "Run!" they ran as fast as they could, down various streets, till they slowed, stopping, not hearing guards after them. The Doctor looked back, "No sign of 'em. Nice little bit of Allons-y. I think we're alright."

"But his arm, Doctor…" Quintus shook his head, "Is that what's happening to Evelina?"

Suddenly there was a loud booming noise, echoing down the road.

"What's that?" the Doctor looked up.

"The mountain?" Quintus suggested.

"No," the Professor shook her head, "It's closer…" the thudding continued, getting louder, "They're footsteps."

"It can't be…"

"Footsteps underground!" the Doctor nodded.

"What is it? What is it?"

"Run," the Professor stated and they ran, various vents blowing their tops along the way.

~8~

"Caecilius!" the Doctor shouted as they ran into the villa, "All of you, get out!"

"Doctor, what is it?" Donna ran into the room.

"I think we're being followed," the grille over the hypocaust blew into the air, "Just get out!"

He tried to herd everyone out the door as the ground beneath the hypocaust started to crack and a growling sounded. Everyone froze as a creature made of stone and magma forced its way through the floor.

"The gods are with us," Evelina gasped.

"Water!" the Professor turned to them, "We need water!"

"Quintus!" the Doctor spun as well, "All of you, get water! Donna!"

Donna, Quintus, the Professor, and a few servants ran around the room, looking for things to scoop the water up with.

"Blessed are we to see the gods," one of the servants gaped, approaching the creature which simply breathed fire onto him, burning him to ash.

"Talk to me!" the Doctor shouted, walking forward with his hands up, "That's all I want! Talk to me. Don't hurt these people. Talk to me. I'm the Doctor."

The creature prepared to breathe fire on him when Quintus and the Professor ran forward and threw an urn and vase full of water onto the creature. It screamed, freezing up, before falling to the ground, crumbling to pieces.

"What was it?" Caecilius gasped.

"Carapace of stone..." the Professor replied, "Held together by internal magma."

"Not too difficult to stop," the Doctor nodded.

"That was merely a foot soldier," the Professor reminded him.

"You bring bad luck into this house," Metella glared at them.

The Professor rounded on her, eyes narrowed, "Your son was brilliant. You should thank him."

Metella looked a bit shocked at the woman's words but ran to her son's side and hugged him tightly.

"Still...guess there are aliens at work in Pompeii and it's a good thing we stayed," the Doctor remarked, looking at the Professor, that was the first time she took an interest in someone else, enough to speak up for them, which reminded him...

"Donna!" he looked around, only to see her missing, "Donna? Donna?"

~8~

"…have eyes in the back of your head by the time I finish with you!" the Doctor and Professor heard Donna shout as they reached the Temple of the Sibyl, "Let me...go!"

"This prattling will cease...forever!" one of the priestesses of the Sibylline lifted a dagger above her head, about to strike, when a hand caught her wrist.

"Oh, that'll be the day," the Doctor remarked, watching as the Professor shoved the woman back, making her stumble.

The priestess looked between the woman, who was now blasting the ropes that held Donna with a strange device that shot light out of it, and the man, just grinning at them, "No man is allowed to enter the Temple of Sibyl."

"Oh, that's alright, just us girls," he walked down the steps towards them, "Do you know, the Professor and I, we met the Sibyl once. Hell of a woman. Blimey, she could dance a tarantella. Truth be told, I think she had a bit of a thing for me. I said it wouldn't work, I mean, give up the Professor? She said, 'I know.' Well, she would," he stopped by the altar as Donna pushed herself up, rubbing her wrists, "You alright there?"

"Oh, never better," she replied sarcastically.

"I like the toga," he eyed her change of clothing, amused.

"Thank you. And the ropes?" she held up the frayed remains.

"Eh, not so much."

The priestess looked on, shocked, as the woman jumped off the altar, freed of her restraints, "What magic is this?" she eyed the Professor's blaster as she put it back in its holster.

"Let me tell you about the Sibyl..." the Doctor turned to her, leaning back against the altar, the Professor beside him, watching the priestesses, "The founder of this religion. She would be ashamed of you. All her wisdom and insight turned sour. Is that how you spread the word, eh? On the blade of a knife?"

"Yes...a knife that now welcomes you!" the priestess raised her knife moving to strike when the Professor shoved past the Doctor and grabbed the woman's left arm with her left hand, pushing it to the side as she moved to jab her arm with her right hand.

The priestess screamed and gripped her now broken arm, dropping the knife as she staggered back.

The Doctor's eyes widened at the violent move from the Professor when the other priestesses moved to attack them as well when...

"Show me this man and woman," a raspy voice called from behind them, stopping the priestesses who quickly moved to kneel on the ground. The trio looked back at a sheer curtain, behind which a figure was seated.

"High Priestess, the strangers would defy us!" the priestess half moaned, gritting her teeth as she cradled her arm.

"Let me see. These two are different. They carry starlight in their wake."

"Ah, very perceptive," the Doctor replied, shaking himself out of his shock, now was not the time. The three of them walked towards the curtain, "Where do these words of wisdom come from?"

"The gods whisper to me."

"Oh, they've done far more than that. Ah, might we beg audience, look upon the High Priestess?"

The curtains parted and Donna gasped, "Oh my God! What's happened to you?"

The High Priestess sat on a bed, her body nearly entirely stone, "The heavens have blessed me."

"If we might…" the Doctor motioned like he wanted to step closer. She raised her arm and he and the Professor stepped closer, touching it.

' _Pyrovile as well,_ ' the Professor confirmed.

"Does it hurt?" the Doctor looked up at the High Priestess.

"It is necessary," she replied.

"Who told you that?"

"The voices."

"Is that what's happening to Evelina?" Donna looked around, "Is this what's gonna happen to all of you?"

The priestess swallowed hard and stepped closer to Donna, her eyes on the Professor though as the woman had turned to watch her, cautious. She held up her right arm, her unbroken arm, to reveal it was turning to stone, "The blessings are manifold."

"They're stone…" Donna breathed, touching the woman's arm.

"Exactly," the Doctor stood up and they walked back to Donna, the priestess stepping quickly back, away from the Professor, "The people of Pompeii are turning to stone before the volcano erupts. But why?"

"This word..." the High Priestess remarked, "This image in your mind, this 'volcano,' what is that?"

"More to the point, why don't you know about it? Who are you?"

"High Priestess of the Sibylline."

"No, no, no, no. I'm talking to the creature inside you. The thing that's seeding itself into a human body, in the dust in the lungs...taking over the flesh and turning it into...what?"

"Your knowledge is impossible."

"Oh, but you can read my mind. You know it's not. I demand you tell me who you are!"

"We...are...awakening!" her voice began to echo with another's.

"The voice of the gods!" the priestess gasped.

"Words of wisdom, words of power," the sisters started to chant, "Words of wisdom, words of power."

"Name yourself," the Professor stepped up, wanting confirmation to her scanning, "Planet of origin, galactic coordinates, species designation according to the universal ratification of the Shadow Proclamation."

"We...are...rising!" the High Priestess rasped.

"Tell us your name!" the Doctor demanded.

"Pyrovile!"

"Pyrovile," the sisters changed, "Pyrovile."

"What's a Pyrovile?" Donna frowned.

"Well, that's a Pyrovile..." the Doctor nodded at the High Priestess, "Growing inside her. She's at the halfway stage."

"Well, and that turns into?"

"The creature from the villa was an adult Pyrovile," the Professor replied.

"And the breath of a Pyrovile will incinerate you, Doctor and Professor!" the High Priestess roared.

"I warn you...I'm armed," the Doctor stepped forward, pulling out a water pistol as the Professor grabbed her blaster, training it on the sisters should they attack from behind, "Donna, get that grille open."

"What are..." Donna began.

"Just..." he jerked his head towards the hypocaust and she ran over to it, the Professor backing up to stand between her and the sisters, giving her cover as well as keeping an eye on the Doctor, "What are the Pyrovile doing here?"

"We fell from the heavens," the High Priestess replied, "We fell so far and so fast we were rendered into dust."

"Right…"

"Creatures of stone shatter on impact," the Professor called.

"When was that, seventeen years ago?"

"We have slept beneath for thousands of years," the High Priestess told them.

"Okay, so seventeen years ago woke you up and now you're using human bodies to reconstitute yourself, but why the psychic powers?"

"We opened their minds and found such gifts."

"Forcing yourself inside a human brain and using the latent psychic talent to bond," the Professor remarked, "Does  _not_  give you the ability to see the future, see though time. That is far beyond psychic."

The Doctor nodded, "Where does the gift of prophecy come from?"

"I got it!" Donna called.

"Now get down!" he ordered, moving back towards her and the Professor.

"What, down there?"

"Yes, down there!" he called to her before focusing on the High Priestess, "Why can't this lot predict the volcano? Why is it being hidden?"

"Sisters, I see into his mind!" the wounded priestess called, "The weapon is harmless."

"Yeah, but it's got a sting!" he squirted the High Priestess with the water, making her moan in pain, "Get down there!"

Donna jumped through the opening, followed by the Doctor, who had been half shoved down there when he tried to get the Professor to go before him, and finally the Professor herself, landing nimbly in a crouch and standing quickly.

"You fought her off with a water pistol!" Donna pushed herself up, "I bloody love you."

"This way," the Doctor got up as well, heading off.

"Where are we going now?"

"Into the volcano."

"No way."

"Yes way," he twirled the pistol, "Appian way," he led them through the tunnels, towards the heart of Vesuvius, the Professor with her blaster out and ready as was the Doctor's water pistol.

"But if it's aliens setting off the volcano, doesn't that make it alright?" Donna asked them, "For you to stop it?"

"Still a part of history," the Professor replied.

"Well, I'm history too. You saved me in 2008. You saved us all. Why is that different?"

"Some things are fixed, some things are in flux. Pompeii is fixed."

"How do you know which is which?"

"Because that is how we see the Universe," the Professor stopped and turned to her, "That is how we are taught to see it. What is, what was, what could be, what must not."

"That's the burden of the Time Lords, Donna," the Doctor nodded sadly, "We're the only ones left."

"How many people died?" Donna called as they turned to walk on.

"Stop it!"

"How many people died?" she demanded and they stopped.

"Twenty thousand," the Professor replied.

"Is that what you can see, Professor? All twenty thousand?"

"Yes."

"And you think that's alright, do you?"

There was a screech, cutting off the Professor's reply.

"They know we're here!" the Doctor looked back, "Come on!" they ran down the tunnels, barely avoiding pockets of flame, till they reached a large cavern with Pyroviles walking around, "It's the heart of Vesuvius. We're right inside the mountain."

"There's tons of 'em," Donna breathed.

"What's that thing?" he pulled out a small collapsible telescope, looking through it at a small door across the way.

"Well, you'd better hurry up and think of something. Rocky IV's on its way."

"That's how they arrived..." the Doctor muttered, spotting the interior of a ship, he handed the scope to the Professor, "Or what's left of it. Escape pod? Prison ship? Gene bank?"

"Escape pod," the Professor replied, collapsing the telescope and handing it back.

"But why do they need a volcano?" Donna wondered, "Maybe...it erupts and they launch themselves back in space or something."

"No, it's worse that that," the Doctor shook his head.

"How can it be worse?" Donna asked as a Pyrovile roared, "It's getting closer."

"Heathens!" someone shouted. They looked up to see Lucius standing higher up in the cavern, "Defilers! They would desecrate your temple, my lord gods!"

"Come on!" the Doctor shouted and they ran across the cavern.

"We can't go in!" Donna called.

"We can't go back!" he countered.

"Crush them!" Lucius ordered, "Burn them!" they stopped as a Pyrovile rose in front of them. The Doctor pulled out his water pistol and fired, making the creature shy away before they ran on, "There is nowhere to run, Doctor...Professor…and daughter of London!"

The Doctor stopped in front of the pod and turned to Lucius, "Now then, Lucius. My lord Pyrovillian...don't get yourselves in a lava," he looked at Donna and the Professor, "In a lava...no?"

"No," Donna shook her head as the Professor just looked on expressionless.

"No," he agreed, "But if I might beg the wisdom of the gods before we perish...once this new race of creatures is complete...then what?"

"My masters will follow the example of Rome itself, an almighty empire," Lucius replied, "Bestriding the whole of civilization."

"But if you've crashed...and you've got all this technology, why don't you just go home?" Donna asked.

"The heaven of Pyrovillia is gone."

"What do you mean 'gone?'" the Doctor frowned, "Where's it gone?"

"It was taken. Pyrovillia is lost. But there is heat enough in this world for our new species to rise."

"Yeah, I should warn you, it's 70 percent water out there."

"Water can boil and everything will burn, Doctor!"

"Then the whole planet is at stake," he sighed, putting away the water pistol, "Thank you, that's all we needed to know. Donna!"

He pushed her into the pod, he and the Professor following after as he soniced the door shut.

"Could we  _be_  any more trapped?" Donna remarked as the door behind her grew hotter, "Little bit hot…"

"The energy converted takes the lava and uses the power to create a fusion matrix which welds Pyrovile to human," the Professor explained, examining the equipment in the pod.

"Now it's complete, they can convert millions," the Doctor realized.

"Well, can you change it...with these controls?" Donna asked.

"'Course we can, but don't you see?" he looked at her, "That's why the soothsayers can't see the volcano. There is no volcano. Vesuvius is  _never_  going to erupt. The Pyroviles are stealing all its power. They're gonna use it to take over the world."

"But you can change it back."

"Well, we can avert the system, so the volcano will blow them up, yes, but...that's the choice, Donna. It's Pompeii or the world."

"Oh my God…"

"If Pompeii is destroyed, then it's not just history, it's us. We make it happen."

"But the Pyrovile are made of rock. Maybe they can't be blown up."

"Vesuvius explodes with the force of 24 nuclear bombs," the Professor replied as she got to work on the equipment with the Doctor, "Nothing can survive it."

"Certainly not us," the Doctor added.

"Never mind us," Donna remarked.

The Professor was silent, the pod would keep them safe, she knew, they  _would_  survive.

The Doctor took a step back and looked at the lever, "Push this lever and it's all over. Twenty thousand people."

He stood there, unwilling to be responsible for so many deaths, for so much destruction.

"Twenty thousand or a few billion, it makes no difference," the Professor stepped up, "It is a fixed point."

She pulled the lever.

And the mountain exploded.

They were thrown about instantaneously, crashing into the sides of the pod as the heat blazed around them.

And suddenly...it stopped with an almighty jolt, the door behind them opening to reveal daylight.

They stepped out and looked back to see the volcano had erupted and took off for the city.

~8~

Ash fell everywhere like a dark snow as they reached the streets, the light fading to darkness as the smoke blocked the sun. They ran through the market place, trying to make their way back to the TARDIS amidst the chaos of the people panicking, unknowing of what was going on.

"Don't!" Donna shouted to whoever would listen, "Don't go to the beach! Don't go to the beach, go to the hills! Listen to me! Don't go to the beach, it's not safe! Listen to me..." she turned to see a little boy, crying, and ran over to him, "Come here."

A woman ran past, snatching him away, "Give him to me!"

Donna stood there in shock, in tears, devastated, till the Doctor grabbed her hand, "Come on."

They ran back the rest of the way, dashing into Caecilius's villa to see the family huddled together by the back wall.

"Gods save us, Doctor!" Caecilius called.

The Doctor stared at them a moment before the Professor grabbed his arm and pulled him to the TARDIS.

"You can't!" Donna shouted, running after them, "Professor! Doctor, you can't!" she ran into the TARDIS, seeing them already at the console, preparing to disappear, "You can't just leave them!"

"Don't you think we've done enough?" the Doctor snapped, "History's back in place and everyone dies."

"You've got to go back! Doctor, I am telling you, Professor…take this thing back!"

The Doctor released the brake and the TARDIS disappeared.

"It's not fair," she wept.

"No, it's not," he agreed.

"But your own planet…it burned."

The Professor closed her eyes a moment before opening them and focusing on the controls.

"That's just it," the Doctor nearly snapped, "Don't you see, Donna? Can't you understand? If we could go back and save them then we would, but we can't. We can never go back!  _I_ can't! I just...can't!" he sighed, "We can't."

"Just someone," Donna begged, "Please. Not the whole town. Just save  _someone_."

The Doctor looked at her a moment before turning to the Professor. She closed her eyes again, thinking hard, going over all she'd learned as an Academic about this point in time, "There are writings and ledger books of one Caecilius of Rome, successful in trade with the Egyptians."

The Doctor nodded and flipped a switch, that was all he needed. The TARDIS reappeared back in Caecilius's villa. He ran to the door and held out his hand, "Come with us."

Caecilius reached out and grasped it…

~8~

The Doctor, Professor, Donna, and Caecilius with his family stood, watching from the hills above Pompeii as it was slowly covered in ash, smoke, and fire. The family and Donna watched with tears in their eyes while the Doctor looked on sadly, the Professor merely 'at ease,' watching, expressionless.

"It is never forgotten, Caecilius," the Doctor offered that small comfort, "Oh time will pass, men will move on, and stories will fade, but one day...Pompeii will be found again...in thousands of years...and everyone will remember you."

"What about you, Evelina?" Donna asked, "Can you see anything?"

She shook her head, "The visions have gone."

"The explosion was so powerful, it cracked open a rift in time," the Professor explained, "Which gave you the gift of prophecy. It echoed back into the Pyrovillian alternative."

The Doctor nodded, "But not anymore. You're free."

"But tell me..." Metella looked over at him and the Professor, "Who are you, Doctor, Professor...with your words...and your temple containing such size within?"

"Oh, we were never here. Don't tell anyone."

"The great go Vulcan must be enraged," Caecilius remarked, "It's so volcanic. It's like some sort of...volcano…" his voice broke, "All those people..."

The Professor turned and walked back into the TARDIS, leaving the Doctor and Donna to cast one more look at the family before following.

"Thank you," Donna said quietly as they took off once more.

"Yeah," the Doctor paused, glancing at the Professor, who was focused on piloting, before turning back to Donna, "You were right. Sometimes we need someone. Welcome aboard."

"Yeah."

They smiled.

~8~

The Doctor stood, watching the Professor as she worked on the console, bringing up readings on Pompeii and Caecilius and his family. It was just the two of them as Donna had gone to bed after an emotional day.

He eyed her, knowing instinctively that something was wrong but not wanting to say anything. He wanted to be angry with her, wanted to yell at her for how she had broken someone's arm without a second thought, for how easily she had pulled the lever, but...this version of her was far more closed off. If he raised his voice, she would pull away from him entirely, if he said anything of his suspicions she would close herself off all the more and no matter what he thought or felt, he would  _not_  let that happen. He had to wait till she was ready to talk.

"I don't want to be like this," she admitted after a few more minutes of his silent observation, knowing he was concerned for her and choosing, with much deliberation, to…share. It was hard to express herself in words now, she knew it, she remembered how she had been before. And that was the problem wasn't it?

She knew that it hurt the Doctor terribly when she pulled away from him, when she avoided his touch, and she loathed herself for doing that to him. But it was a natural reaction now. For an entire year, the only touch she'd received had been from the Master or his guards beating her. It seemed, now, she associated touch with that pain. As soon as anyone touched her she would tense in wait for it, even with the Doctor, though her body seemed to recognize his presence and relax even slightly when he touched her.

She knew it hurt him for her to be closed off, both in their mental connection as well as emotionally. But she just couldn't seem to open up without enormous effort. Her last body had been so scared all the time, had depended on the Doctor for strength and protection. There had been so many times he could have gotten hurt, times he  _had_  gotten hurt, because she had been too scared to do anything. But not this body. This one was strong, strong enough to protect him, strong enough to break someone's arm to keep him safe. And she would, she would do anything to protect him, whether from physically being harmed or emotionally, do things so he wouldn't have to, terrible things, like burning Pompeii to the ground. And it was even worse because this body...

"Like what?" he asked, halting her thoughts as he walked over to her, leaning against the console beside the monitor as she kept her gaze firmly fixed on the information.

"I don't want to be able to stand there and watch an entire civilization  _burn_  and not feel anything. I don't want to be the cause of it and not feel any sort of guilt about it."

It was even worse because this body didn't feel guilty at all.

In her mind, it was a fixed point. It had to happen, it always happened and it always would happen. It did not matter  _how_  it happened so long as it did. Twenty thousand innocent people had just died, burned to death, because of her and all she thought as she watched it happening was that time had been restored. Donna's words, hearing of how her home had burned like Pompeii, it had reminded her of how she had been during the war and one thing had carried over from her last life was that she did NOT want to be that person again, but there she was...on that path once more...

He nodded, "We carry things over from our last lives to this one," he remarked softly, recalling what he'd told her last time, "But there's nothing so bad we can't overcome it with time. And you know I'll help you," he frowned, seeing the barest hint of a flicker of  _something_  in her eyes, "You  _do_  know I'll help…don't you?"

She tensed a moment and he waited for her to put words to her feelings, "I'm…I fear…" her jaw tensed, it was even harder to admit that particular emotion than any other, "You'll leave…again," she took a breath, best say it all now that she'd begun, "Because of how I am now."

He shook his head, "Kata...Kata look at me," she didn't move. He reached out gently and turned her cheek to make her face him, "I will never  _ever_  leave you again Kata," his eyes held such promise that she didn't doubt him, "No matter what. No matter what you do or what you become, I will  _never_  leave you. I made that mistake once already, never agian," and with that, he pulled her into a tight hug, "Not ever."

She stiffened for a moment but accepted the hug, relaxing to what seemed to be her usual tense stance.

She didn't hug back…but she hadn't avoided it or pushed him away either.

It was a start.

* * *

**Notes for the Chapter:**

> Makes you wonder doesn't it, if she was willing to pull that lever to preserve a fixed point...what will happen on Mars? Hmmm...
> 
> The next chapter will see a bit of Donna breaking through to the Professor as well as a hint of her musical talents returning...


	4. Planet of the Ood

The Doctor, Professor, and Donna were jolted around the TARDIS as it materialized, "Set the controls to random!" the Doctor cheered, "Mystery tour. Outside that door could be any planet, anywhere, anywhen in the whole wide…are you alright?"

"Terrified," Donna smiled, buzzing, "I mean, history's one thing, but an alien planet..."

"We could always take you home," the Professor remarked, looking up at her from where she had been checking the monitor and running an environment scan to make sure it was safe to step outside.

Donna was nearly offended at the suggestion, but…there had been something in the Professor's voice just then…she wasn't serious, "Yeah, don't laugh at me."

"We know what it's like," the Doctor said, a smile on his face as he looked back from the Professor, it seemed she didn't mind having Donna around after all, "Everything you're feeling right now. The fear, the joy, the wonder…we get that!"

"Seriously?" she glanced at the Professor's stoic expression, finding that hard to believe that the woman felt anything. But the Doctor had explained regeneration to her, explained what had happened to make the girl like she was now, he'd assured her that, given time, the icy exterior might melt some. She still felt, he knew she did, but it was just buried way deep down. She had decided that she would do her best to try and engage the Professor, try to brush off any negative comments she might make because, truly, she didn't believe the woman  _really_  meant them.

She looked at him again, "After all this time?"

"Yeah! Why do you think we keep going?"

"Oh! Alright, then, you and me both! This is barmy!" she walked to the door as the Doctor put on his coat and the Professor checked her sonic blaster, "I was born in Chiswick. I've only ever done package holidays. Now I'm here. This is…I mean, it's…I dunno. It's all so…I don't even know what the word is!" she stepped outside and onto the snowy, windy surface of a frigid plane, "Oh, I've got the word, 'freezing.'"

The Doctor smiled as they stepped out of the TARDIS after her, "Snow! Ah! Real snow! Proper snow at last! That's more like it. Lovely. What do you think?"

Donna shivered, "Bit cold."

"Look at the view!" he looked out at the barren, pristine landscape.

"Yep. A beautiful... _cold_  view," she glanced at the Professor, wondering how the girl could bear it in nothing more than knee pants and a tank top. But she seemed equally as unaffected by the temperature as she appeared almost everything else.

"Millions of planets, millions of galaxies and we're on this one. Molto bene! Belissimo! Says Donna, born in Chiswick. You've had a life of work and sleep, telly and rent, takeaway dinners, birthdays and Christmases, and two weeks holiday a year and then you end up here! Donna Noble, citizen of the Earth, standing on a different planet. How about that, Donna?" he looked back to see her gone, "Donna?"

Donna stepped back out of the TARDIS, wearing a warm coat with a fur-lined hood, "Sorry. You were saying?"

"Better?" he laughed.

"Lovely, thanks."

"Comfy?"

"Yep."

"Can you hear anything inside that?"

"Pardon?"

"Right. I was saying, citizen of the Earth…"

Just then a rocket flew over them.

"A rocket!" Donna gasped, "Blimey, a real, proper rocket. Now that's what I call a spaceship," she slapped him on the arm, "You two've got a box…he's got a Ferrari. Come on, let's see where it's going."

She jogged off, the Doctor looking a bit surprised and upset at the diss against the TARDIS, he glanced back at the box with a frown.

"What must Jack's Manipulator be?" the Professor wondered, seeing his wounded look and unable to not try and change it.

He turned to her, thinking back to his own words about the TARDIS in relation to a Vortex Manipulator, and smiled before they jogged off after Donna, catching up to her fairly quickly.

They walked through the snowy landscape, when the Doctor and Professor stopped all of a sudden, "Hold on…can you hear that?" the Doctor looked around as did the Professor, "Donna, take your hood down."

"What?" she lowered her hood.

"That noise…it's like a song…"

"There!" the Professor jogged over to where an Ood was lying half buried in the snow.

"What is it?" Donna asked as the Doctor knelt by the body, the Professor standing beside him, her blaster ready, looking around as though trying to see if there were any attackers left.

"An Ood," the Doctor replied, pulling out a stethoscope, "He's called an Ood."

"But its face..."

"Donna, not now. It's a 'he,' not an 'it.' Give me a hand."

She knelt down, "Sorry."

"I don't know where the heart is," he muttered, moving the scope, "I don't know if he's got a heart. Professor?"

"The heart of an Ood can be found where the stomach is usually located," she stated.

He nodded and moved the scope, glancing at Donna, "Talk to him. Keep him going."

"It's alright," Donna looked down at the Ood, "We've got you. Um...what's your name?"

"Designated Ood Delta 50," it stated, its orb lighting up.

Donna lifted the orb, speaking into it, "My name's Donna."

"You don't need to," the Professor told her.

"Sorry," she handed it back to the Ood, flinching a bit, half the time the Professor said something to her, despite how she tried not to let it get to her, she couldn't help but feel a little stupid, like she'd done something wrong that everyone else should have known how to do, never mind the fact that she was human and had only just started travelling with them. But, then again, she seemed to take that tone with everyone, even the Doctor at times. She shook her head, focusing on the Ood again, "Oh, God…this is the Professor and the Doctor. Just what you need…a doctor. Couldn't be better, eh?"

"You've been shot," the Doctor gaped.

"The circle…" Delta began.

"No, don't try to talk," Donna soothed.

"The circle must be broken."

"The circle?" the Doctor frowned, "What do you mean? Delta 50, what circle? Delta 50? What circle?"

Delta opened his eyes and they were red. The Doctor and Donna scrambled back as the Professor raised her blaster only for the Ood to collapse backwards, dead before she could fire.

"He's gone," Donna breathed, walking back to the body.

"Careful," the Doctor warned, the Professor tensing, her blaster still up should the Ood be not entirely gone.

Donna placed a hand on the Ood's chest, "There you are, sweetheart," she stroked his head, "We were too late. What do we do, do we bury him?"

"The snow will take care of that," the Professor replied, the time it would take them to bury the Ood would lessen their chances of finding the attacker. It was a waste, especially with the way the snow was piling up around them and the wind was blowing.

"Who was he?" Donna looked up at them, "What's an Ood?"

"They're servants…of humans in the 42nd century," the Doctor replied, "Mildly telepathic. That was the song…it was his mind calling out."

"I couldn't hear anything," she stood up, "He sang as he was dying."

"His eyes turned red," the Professor eyed the Ood.

"What's that mean?"

"Trouble," the Doctor replied, "Come on," he turned and walked away, explaining to Donna as they went, "The Ood are harmless and completely benign. Except the last time we met them, there was this force, like a stronger mind, powerful enough to take them over."

"What sort of force?"

"Long story."

"Long walk."

"The devil," the Professor stated.

"If you're gonna take the mickey, I'll just put my hood back up."

"Must be something different this time, though," the Doctor reasoned, "Something closer to home…" he peered over a bluff, "Ah ha! Civilization!" they looked down at a small facility, Ood Operations, in the distance.

~8~

"Ladies and gentlemen," a young Indian woman stood before a group of men and women, "Welcome to the Ood-Sphere and isn't it bracing? Here are your information packs with vouchers, 3D tickets, and a map of the complex," an Ood handed them out, "My name's Solana, Head of Marketing. I'm sure we've all spoken on the vid-phone. Now if you'd like to follow me…"

"Sorry, sorry!" the Doctor called as the three of them ran up, "We're late! Don't mind us! Hello. The guards let us through."

"And you would be…" Solana eyed them, more specifically the Professor's garb, though she seemed not to notice the blaster.

"The Professor, the Doctor, and Donna Noble," the Doctor held up the psychic paper.

"Representing the Noble Corporation, PLC Limited, Intergalactic," Donna added.

"Must have fallen off my list," Solana reasoned, "My apologies, it won't happen again. Now then, Dr. Noble, Mrs. Noble, Prof…"

"Oh, no, no, no," the Doctor cut in, "We're not married."

"We're  _so_  not married," Donna agreed.

"Never."

"Never ever."

"Of course," Solana nodded, "Here is your information pack. Vouchers inside," she handed the Doctor a packet, "Now, if you'd like to come with me, the executive suites are nice and warm."

An alarm blared, making them all look over.

"Ooh, what's that?" the Doctor paused, "Sounds like an alarm."

"It's just a siren for the end of the work shift. Now then, this way! Quick as you can!"

They all filed in but the Professor noticed Solana tensing in concern.

~8~

Solana stood at a small podium, expounding the amazing qualities of the Ood while some stood on pedestals for display, a large screen behind her with Ood Operations logo on it.

"As you can see, the Ood are happy to serve and we keep them in facilities of the highest standards," Solana began as they watched, "Here at the Double-O…that's Ood Operations…we like to think of the Ood as our trusted friends. We keep the Ood healthy, safe, and educated. We don't just breed the Ood, we make them better. Because at heart, what is an Ood...but an extension of us? If your Ood is happy...then you'll be happy too," the buyers applauded, "I'd now like to point out a new innovation from Ood Operations," she stepped forward to the three Ood on pedestals, "We've introduced a variety package with the Ood translator ball. You can now have the standard setting," she turned to the first Ood, "How are you today, Ood?"

"I'm perfectly well, thank you," it replied in a generic voice.

"Or perhaps after a stressful day, a little something for the gentlemen," and then the next, "How are you, Ood?"

"All the better for seeing you," the second Ood answered in a sultry female voice.

"And the comedy classic option," before stopping before the last, "Ood, you dropped something."

"D'oh!" the last Ood impersonated Homer Simpson.

"All that for only five additional credits. The details are in your brochures. Now, there's plenty more food and drink, so don't hold back."

The Professor, who had been standing 'at ease,' watching the various buyers and eyeing the Ood, moved over to a control board and switched on the screen, bringing up a view of the stars in place of the logo, the Doctor put on his specs and watched her as Donna joined them from getting a drink.

"The Ood-Sphere," she replied, looking at their coordinates.

"I've been to this solar system before, years ago," the Doctor nodded, "Ages. Close to the planet Sense-Sphere. Can you widen…"

She was already doing it, "41-26," she added as the picture zoomed out to reveal three areas around the Ood-Sphere outlined in red with a few small dots along their edges, "The Second Great and Bountiful Human Empire."

"41-26?" Donna gaped, "It's 41-26? I'm in 41-26?"

"It's good, isn't it?" the Doctor grinned at her.

"What's the Earth like now?"

"A bit full, but you see, the Empire stretches out across three galaxies."

"It's weird. I mean, it's brilliant, but...back home, the papers and the telly, they keep saying we haven't got long to live…global warming, flooding, all the bees disappearing."

"Yeah. That thing about the bees is odd."

"But look at us, we're everywhere! Is that good or bad, though? I mean, are we like explorers or more like a virus?"

"Sometimes I wonder," the Professor remarked, eyeing the red dots.

"What are the red dots?"

"Ood distribution centers."

"Across three galaxies? Don't the Ood get a say in this?" she turned on her heel and walked over to an Ood, "Um...sorry, but..." she tapped it on the shoulder, "Hello. Tell me, are you all like this?"

"I do not understand, miss," it replied.

"Why do you say, 'miss?' Do I look single?"

"Back to the point," the Doctor reminded her.

"Yeah. What I mean is, are there any free Ood? Are there any Ood running wild somewhere like wildebeest?"

"All Ood are born to serve," it replied, "Otherwise we would die."

"You can't have started like that. Before the humans…" its head jerked, "What were you like?"

"The circle."

"What do you mean?" the Doctor frowned, "What circle?"

"The circ…the circle…is…"

"Ladies and gentlemen," Solana called, "All Ood to hospitality stations, please," the Ood turned to leave as the Doctor took off his glasses, pulling out a map of the complex from his pocket.

"I've had enough of the schmoozing," he remarked, glancing at them, "Do you fancy going off the beaten track?"

"A Rough Guide to the Ood-Sphere?" Donna shrugged, as the Professor nodded, "Works for me."

"Yeah."

~8~

The trio found a locked gate at the base grounds, the Doctor quickly sonicing the lock to open it.

"Ood Shift 8 commencing," a voice called over the loudspeaker as the Doctor pushed the gate open, "I repeat, Ood Shift 8 commencing."

They walked into the part of the complex closed to visitors and climbed some steps for a more visual view. Looking down on the complex they saw the Ood being marched across a small courtyard area between buildings, one fell to its knees.

"Get up!" a guard stormed over to it, "I said, get up!" he cracked a whip at the Ood.

"Servants?" Donna breathed, "They're slaves."

"Get up!" the guard ordered and the Ood scrambled to its feet, "March!"

"Last time we met the Ood, I never thought, never asked..." the Doctor shook his head.

"That's not like you," Donna remarked, "Either of you."

"We were busy," the Doctor shrugged, "So busy we couldn't save them. We had to let the Ood die. I reckon we owe them one.

"That looks like the boss," Donna whispered as a nearly bald, older man in a black suit walked across the space with a scientist and an Ood.

"Let's keep out of his way. Come on."

~8~

They strode past the fronts of various warehouses, the Doctor looking around at the map when Donna stopped at a door. The Professor stopped as well, sensing the woman was no longer following. Donna whistled loudly, making the Doctor duck and turn back.

"Where did you learn to whistle?" he asked, recalling her inability during her almost wedding.

"West Ham, every Saturday," she replied.

The Doctor used the sonic and opened the door to the warehouse, making it slide open. They walked in to see the space filled with shipping containers while a large claw moved above them, lifting and moving the crates.

"Ood Export," the Doctor sighed, "You see?" he pointed to the claw, "Lifts up the containers, takes 'em to the rocket ships. Ready to be flown out all over the three galaxies."

"What, you mean…these containers are full of..."

"What do you think?"

The Doctor stepped over to one and opened it to reveal a large number of Ood standing inside, in formation.

"Oh, it stinks," Donna crinkled her nose, "How many of 'em do you think there are in each one?"

"A hundred? More?"

"120," the Professor answered, having counted them quickly.

"A great, big empire, built on slavery," Donna muttered, disgusted.

"It's no different than your time."

"Oi, I haven't got slaves."

"Who made your clothes?"

Donna glared at her, "Is that why you two travel round with humans at your side? It's not so you can show them the wonders of the Universe, it's so you can take cheap shots."

The Professor eyed her a moment longer. Donna was hurt, she could see that. The woman wore her expressions openly, it was obvious what she was feeling if one simply looked at them, and she'd hurt her. She knew she'd hurt the woman before, snapping at her during the Adipose investigation, but...this was different. This time there was no threat approaching, no work that needed her entire concentration before her, she'd just...hurt her.

"I apologize."

Donna blinked, startled at the Professor's words, before nodding, "Well, don't do it again…time-girl," she added after a moment, the Doctor smirked at that, Donna hadn't given the Professor a nickname like she had with him yet, but now it appeared she had.

The Professor gave a brief nod and Donna turned back to the Ood, "I don't understand, the door was open…why didn't you just run away?"

"For what reason?" one of the Ood asked.

"You could be free."

"I do not understand the concept."

"What is it with that Persil ball? I mean, they're not born with it, are they? Why do they have to be all plugged in?"

"Ood, tell me, does 'the circle' mean anything to you?" the Doctor asked.

"The circle must be broken," all the Ood stated at once.

"Whoa, that is creepy," Donna remarked.

"But what is it?" the Doctor continued, "What is the circle?"

"The circle must be broken."

"Why?"

"So that we can sing."

Suddenly the alarms began to blare.

"That's us, come on!" the Doctor turned and ran out of the crate, the three of them dashing down the maze of shipping containers.

Donna stopped suddenly, the Professor stopping with her, but the Doctor kept going.

"Doctor!" Donna called, "There's a door!"

"Get back," the Professor pulled her away as the doors burst open and guards ran in.

"Don't move!" the guards shouted, aiming their guns.

~8~

The Doctor stopped short, realizing neither Donna nor the Professor were with him, and spun around, "Where have you gone?"

"Stay where you are!" a guard shouted in the distance. He took off running as the guards found him as well.

~8~

The Professor and Donna were shoved into one of the containers, "Keep 'em there for now," the guard ordered, sealing the door behind them.

"Can you help us?" Donna turned to the Ood. They raised their heads, only to revel their eyes were red, "Oh, no you don't. What have we done? We're not one of that lot. We're on your side!"

"Donna get back," the Professor pulled Donna behind her, pulling out her blaster and aiming it as the Ood advanced, "Stay where you are."

"Doctor!" Donna turned and banged against the door, "Doctor! Doctor, get us out! Doctor, get us out of here!"

"If you don't do what she says," they heard the Doctor say on the other side of the door, "You're really in trouble. Not from me…from them."

"Unlock the container," a guard ordered.

The door opened and Donna ran out to hug the Doctor, "Doctor!"

"There we go, safe and sound," he hugged her back.

"Not exactly," the Professor backed up to them, her blaster still raised.

They looked over to see the red-eyed Ood still advancing until they attacked the guards.

"Red alert!" the main guard shouted, "Fire!" the guards opened fire on the Ood, giving the trio enough of a distraction to run out, joined by a few other workers as well as Solana who appeared to have followed them, "Shoot to kill!"

They ran out of the warehouse, the sound of guns still going off behind them, making it a few feet away, around the building to stop for breath.

"If the people back on Earth knew what was going on here..." Donna glared at Solana who had run with them.

"Don't be stupid," she cut in, "Of course they know."

"They know how you treat the Ood?"

"They don't ask. Same thing."

"Solana, the Ood aren't born like this," the Doctor looked at her, "They can't be."

"A species born to serve could never evolve in the first place," the Professor agreed.

"What does the company do to make them obey?"

"That has nothing to do with me," Solana remarked.

"Because you don't ask?" the Professor's eyes narrowed at her.

"That's Dr. Ryder's territory."

"Where is he? What part of the complex?" the Doctor held out the map, "I could help with the red-eye. Now show me!"

She pointed at a spot, "There beyond the red section."

He nodded, "Come with us. You've seen the warehouse, you can't agree with all this. You know this place better than us, you could help."

Solana looked at them for a long while before shouting, "They're over here! Guards, they're over here!"

The trio took off at a run as the guards gave chase. They changed directions after spotting guards heading after them, "This way!" the Professor grabbed the sonic from inside the Doctor's coat and flashed the door to another warehouse open, ushering them in before shutting and sonic-locking the door behind them.

"Oh, can you hear it?" the Doctor winced, "We didn't need the map. We should've listened!"

"Why do you think I chose this door?" the Professor remarked, tossing him the sonic back, she  _had_  been listening.

"Does that mean we're locked in?" Donna asked, eyeing the sonic as the Doctor put it away.

"Listen," he shushed her, "Listen, listen, listen, listen…" they headed down the steps to see cages lining the wall, "Oh, my head."

"What is it?" Donna looked at them, seeing that even the Professor had mild traces of discomfort on her face.

"Can't you hear it? The singing?" they spotted a small group of Ood sitting, huddled together, in one of the cages and walked over, the Doctor switching the lights on.

"They look different than the others."

"They're natural-born Ood," the Professor assessed, "Unprocessed. Before they're adapted."

The Doctor squatted down with the Professor before the cage, "That's their song."

"I can't hear it," Donna sighed, crouching next to the Doctor.

"Do you want to?" he asked her.

"Yeah."

"It's the song of captivity…"

"Let me hear it."

"Face me," she turned and he placed his fingertips on her temples, "Open your mind. That's it. Hear it, Donna...hear the music."

Donna gasped and looked at the Ood, tears in her eyes as she heard the utterly devastating song they sang, "Take it away," she turned to him again, her voice breaking.

"You sure?"

"I can't bear it," she breathed. The Doctor nodded and repeated the process, "I'm sorry."

"It's okay."

"But you can still hear it."

"All the time," the Professor replied, the barest hint of strain in her voice.

The Doctor stood up and flashed the sonic on the lock, allowing the cage to open.

"They're breaking in," Donna looked up, hearing a noise.

"Ah, let 'em," he stepped into the cage with the Professor. The Ood tried to shuffle away, "What are you holding?" one of the Ood looked at him shyly as he crouched down, "Friend," he gestured to themselves, "Professor, Doctor, Donna, friends. Look at me. Let me see," the Ood came closer, "That's it. That's it, go on. Go on."

He held out his cupped hands, revealing a small pink lump in it.

"Is that…" Donna swallowed.

"It's a brain," the Professor responded, "The hindbrain. The Ood are born with a secondary brain."

"Like the amygdale in humans," the Doctor realized.

The Professor nodded, "It processes memory and emotion."

"You get rid of that, you wouldn't be Donna anymore. You'd be like an Ood. A processed Ood."

"So the company...cuts off their brains?" Donna grimaced.

"And stitches on the translator."

"Like a lobotomy," she shook her head, "I spent all that time looking for you two because I thought it would be so wonderful out here…I want to go home."

The Doctor looked up at her, stunned, but then guards broke in.

"They're with the Ood, sir!" a guard reported as they rushed down.

The Doctor stood and slammed the cage shut, trapping the three inside, "What are you gonna do, then? Arrest us? Lock us up? Well, you're too late! Hah!"

~8~

The Doctor, Professor, and Donna stood in the executive office of the facility, handcuffed to a pole by three guards, the Professor allowing herself to be chained upon a silent request of the Doctor's not to do anything.

"Why don't you just come out and say it?" the head of the organization, the balding man from before, sneered at them, "FOTO activists."

"If that's what Friends of the Ood are trying to prove, then yes," the Doctor glared.

"The Ood were nothing without us, just animals roaming around on the ice."

"That's because you can't hear them," the Professor remarked.

The Doctor looked at her, just a bit startled, there was another emotion in her voice, something other than indifference or anger…but it was gone before he could really figure it out.

"They welcomed it! It's not as if they put up a fight."

"You idiot!" Donna snapped, "They're born with their brain in their hands, don't you see? That makes them peaceful! They've got to be because a creature like that would have to trust anyone it meets."

"Nice one," the Doctor remarked.

"Thank you."

"The system's worked for 200 years," the man replied, "All we've got is a rogue batch. But the infection is about to be sterilized," he lifted a comm., "Mr. Kess, how do we stand?"

"Canisters primed, sir," one of the guards replied, "As soon as the core heats up, the gas is released. Give it 200 marks...and counting."

"You're going to gas them?" the Doctor gaped.

"Kill the livestock," he nodded, "The classic foot-and-mouth solution. Still works."

Suddenly more alarms went off.

"What the hell?" he ran out of the office with his scientist and Ood, leaving them to struggle against the restraints.

"Emergency status!" the loudspeaker announced as the sound of gunshots rang out, "Emergency status!"

He stormed back into the office, "Change of plan."

"No reports of trouble off-world, Mr. Halpen, sir," the scientist ran to the computer, "It's still contained to the Ood-Sphere."

"Then we've got a public duty to stop it before it spreads."

"What's happening?" the Doctor asked.

"Everything you wanted, Doctor. No doubt there'll be a full police investigation once this place has been sterilized so I can't risk a bullet to the head. I'll leave you to the mercy of the Ood," he turned to head for the door.

"But Mr. Halpen there's something else, isn't there? Something we haven't seen."

He stopped.

"What do you mean?" Donna frowned.

"A creature couldn't survive with a separate forebrain and hindbrain," the Professor stated.

"They'd be at war with themselves," the Doctor agreed, "There's got to be something else, a third element. Are we right?"

"Again, so clever," he sneered.

"It's got to be connected to the red-eye. What is it?"

"It won't exist for very much longer. Enjoy your Ood."

And with that, he turned and strode out of the room with his scientist and Ood as well as the guards. The trio struggled to free themselves once more.

"Well, do something!" Donna shouted, "You're the one with all the tricks! You must've met Houdini!"

"These are really good handcuffs!" the Doctor countered.

"Oh, I'm glad of that. At least we've got quality!"

The door on the others side of the room slammed opened and the Ood appeared in the doorway, advancing on them.

"Professor, Doctor, Donna, friends!" the Doctor tried to convince them.

"The circle must be broken!" Donna attempted.

The Professor stood there, observing the Ood a moment as the Doctor and Donna continued to try and get through to them. Her eyes narrowed as her mind raced, trying to figure out a method of communication the Ood would understand even in that state.

"Professor, Doctor, Donna, friends!"

"The circle must be broken!"

"Professor, Doctor, Donna, friends!"

"The circle must be broken!"

"Friends, friends, friends!"

"The circle must be broken!"

"Professor, Doctor, Donna, friends!"

"The circle must be broken!"

The Ood reached out with their translator balls when…

Someone started singing.

It was a soft melody, but one that carried strength and purpose, importance and compassion, fear and protection, all at once.

The Doctor and Donna looked over at the Professor, jaws dropping, as they watched her sing out to the Ood in an unexpected move.

The Ood hesitated, looking at her, listening, before stepping back and holding their heads in their hands, her song resounding in their mind, carrying all the way back to the natural born Ood…giving them the strength to rise up.

The looked back up, their eyes normal, "Professor. Doctor-Donna. Friends."

"That's me!" Donna nodded, "Us!"

"Yes, that's us!" the Doctor agreed, tearing his eyes away from the Professor, leave it to her to find a brilliant way to get through to the Ood, through their song, "Friends! Oh, yes!"

The Ood stepped forward and released them from the cuffs. They ran out the door and down the stairs, across the compound, dodging the fighting as they tried to spot where Mr. Halpen had gone.

"I don't know where it is!" the Doctor looked around, "I don't know where they've gone!"

"What are we looking for?" Donna looked around.

"Might be underground, like some sort of cave or a cavern or..." they were thrown off their feet by an explosion not far behind them, the Professor immediately turning into a roll and pushing herself up.

"Alright?" he looked at Donna as they stood up as well, when they caught sight of Mr. Halpen's Ood standing before them through the smoke.

~8~

The Doctor flashed the door to Warehouse 15 with the sonic, following the Ood inside where a red light bathed the room. They walked over to a railing, looking down to see a giant brain being kept within a circular energy field.

"The Ood brain," the Doctor realized, "Now it all makes sense. That's the missing link. The third element, binding them together. Forebrain, hindbrain, and this. The telepathic center. It's a shared mind...connecting all the Ood in song."

A weapon clicked and they turned to see Mr. Halpen standing there, holding a gun at them, "Cargo. I can always go into cargo. I've got the rockets, I've got the sheds. Smaller business. Much more manageable without livestock."

"He's mined the area," the scientist added, stepping around him.

"You're gonna kill it!" Donna gasped.

"They found that thing centuries ago beneath the northern glacier," Halpen nodded at the brain.

"Those pylons," the Doctor nodded to Donna.

"In a circle," she realized, "'The circle must be broken.'"

"Dampening the telepathic field," the Professor agreed, her arm tensing but the Doctor held it down to keep her from lifting her blaster at the man, "Stopping the Ood from connecting for 200 years."

"And you, Ood Sigma, you brought them here," Halpen glared at his Ood, "I expected better."

"My place is at your side, sir," Sigma moved to stand beside him.

"Still subservient. Good Oo…" he swallowed hard, unable to finish speaking.

"If that barrier thing's in place, how come the Ood started breaking out?" Donna frowned.

"Maybe it's taken centuries to adapt," the Doctor theorized, "The subconscious reaching out."

"But the process was too slow," the scientist agreed, "Had to be accelerated. You should never have given me access to the controls, Mr. Halpen. I lowered the barrier to its minimum. Friends of the Ood, sir. It's taken me ten years to infiltrate the company. And I succeeded."

"Yes," Halpen turned to him, "Yes, you did," he reached out quickly and pushed the scientist over the edge of the railing, the poor man falling till he reached the brain and was absorbed into it.

"You...murdered him!" Donna gaped.

"Very observant, Ginger. Now then, can't say I've ever shot anyone before...can't say I'm gonna like it, but, uh, it's not exactly a normal day, is it? Still..." he readied the gun.

"Would you like a drink, sir?" Sigma asked suddenly.

He laughed, "I think hair loss is the least of my problems right now, thanks."

Sigma simply moved to stand in front of the trio, holding out a glass, "Please have a drink, sir."

"If…if you're gonna stand in their way, I'll shoot you too."

The Doctor frowned, watching Halpen struggle to speak.

"Please have a drink, sir."

"Have…have you...poisoned me?"

"Natural Ood must never kill, sir."

"What is that stuff?" the Doctor asked , releasing the Professor's arm as Halpen seemed less of a threat. She reached out and dipped a finger in the solution slightly, rubbing them together under her nose before dabbing just a bit of it on her tongue.

"Ood-graft suspended in a biological compound," she replied.

Halpen looked sick, "What the hell does that mean?"

"Oh dear," the Doctor realized.

"Tell me!"

"Funny thing, the subconscious. Takes all sorts of shapes. It came out in the red-eye as revenge. It came out in the rabid Ood as anger. And then there was patience. All that intelligence and mercy focused on Ood Sigma. How's the hair loss, Mr. Halpen?"

"What have you done?" Halpen looked at Sigma in alarm.

"Oh, they've been preparing you for a very long time. And now you're standing next to the Ood brain. Mr. Halpen, can you hear it? Listen."

Halpen glanced at the brain, hearing the song, "What have you…I'm...not…"

Sigma stepped out of the way as Halpen dropped the gun. He gripped his head, crying out in pain and pulling at his scalp as the skin split to reveal an Ood head underneath. He gagged as tentacles came out of his mouth.

"They…they turned him into an Ood?" Donna looked sick.

"Yup," the Doctor nodded.

"He's an Ood."

"We noticed."

Halpen gurgled, coughing up his hindbrain.

"He has become Ood-kind and we will take care of him," Sigma stated.

"It's weird, being with you," Donna shook her head, "I can't tell what's right and what's wrong anymore."

"It's better that way," the Doctor nodded, "People who know for certain tend to be like Mr. Halpen," a beep sounded, "Oh!" he ran and turned off the detonation packs lining the railing, "That's better. And now...Ood Sigma, will you allow me the honor?"

"It is yours, Doctor," Sigma nodded.

"Professor, care to join me?" he looked at her, knowing she could relate to the Ood. She didn't even hesitate as she stepped beside him, "Oh yes!" he grinned as they turned off the equipment, "Stifled for over 200 years but not anymore. The circle is broken. The Ood can sing!"

The field around the brain shut down and the song resonated far and wide, everyone hearing it.

"I can hear it!" Donna gasped, laughing, as Sigma raised his arms. The Doctor looked over, his hearts warming to see the faintest smile on the Professor's face, one that wasn't soon replaced by a line.

~8~

The Ood stood before the Doctor, Donna, and Professor, just outside the TARDIS, "The message has gone out," the Doctor told them, "That song resonated across the galaxies. Everyone heard it. Everyone knows. The rockets are bringing them back. The Ood are coming home."

"We thank you, Professor, Doctor-Donna, friends of Ood-kind," Sigma nodded, "And what of you now? Will you stay? There is room in the song for you."

"Oh…we've…we've sorta got a song of our own, thanks."

"I think your songs must end soon."

"Meaning?" he frowned, the Professor tensing beside him as the Ood looked at the two of them.

"Every song must end."

"Yeah…" he nodded slowly before turning to Donna, "Um, what about you? Do you still want to go home?"

"No," she shook her head, "Definitely not."

"Then we'll be off."

"Take this song with you," Sigma offered.

"We will," Donna nodded.

"Always," the Doctor agreed as the Professor gave a curt nod.

"And know this, Doctor-Donna, and Professor, you will never be forgotten," Sigma told them, "Our children will sing of the Doctor-Donna and Professor, and our children's children, and the wind and the ice and the snow will carry your names forever."

Donna smiled and turned, walking back into the TARDIS, the Doctor pausing at the door, stopping the Professor.

"Speaking of songs," he looked at her, "What was that song you sang before? To the Ood?"

She was silent a moment, "What I hear when I think of you."

And with that, she stepped into the TARDIS, leaving him stunned before he too stepped in, a wide smile growing on his face.

The Ood sang as the TARDIS disappeared.

* * *

**Notes for the Chapter:**

> I picture the song that the Professor sings to the Ood as 'The Doctor's Theme Series 4,' round about a minute and ten seconds to a minute and forty.
> 
> Awww, she apologized to Donna! That's a monumental step :) Not a big Keta scene here :( I know. I was trying to make this chapter a bit about Donna and the Professor bonding. While she isn't as open with Donna as she was with Martha, I'm hoping it comes across that she is starting to like Donna as well, she did stick with her and protect her from the Ood (and apologize, can't forget that lol). But I did want a little Keta, hence the scene at the end, but don't worry there will be a bigger one in the Doctor's Daughter :) AND I threw in a funny little scene between them at the start of the next chapter, inspired by the 'Doctor Who: Time, Part One - Red Nose Day 2011' video on youtube. Also, we are going to see more hints of emotion from the Professor peeking through in the next three chapters ^-^ We get Sontarans and Jenny!


	5. The Sontaran Stratagem

Donna stood at the controls of the TARDIS, piloting her, while the Doctor looked on nervously, the Professor acting as a secondary pilot on the other side of the console.

"I can't believe I'm doing this!" Donna grinned, excited.

"No, neither can I," the Doctor muttered. What he really couldn't believe was that the Professor actually agreed to Donna's request to learn to pilot the TARDIS, "Whoa, careful!" he banged on the console with a mallet before lifting a lever, "Left hand down! Left hand down!" the ship lurched, "Getting a bit too close to the 1980s."

"What am I gonna do, put a dent in 'em?"

"Well, someone did."

"That was  _not_  my fault," the Professor called tersely.

The Doctor rolled his eyes, "So that wasn't the reason you  _nearly_  failed your pilot's test?"

"I passed."

"That's only 'cos you wore a skirt!"

She leaned over and stated, "You gave me that skirt."

His eyes widened as he recalled that he had, in fact, given her the skirt she'd worn. He'd told her it was a present, for good luck on her test, but really…he'd seen it and been dying to see her in it. He never told her but…it made her legs look amazing. And now that he thought about it…there was probably a similar one somewhere in the wardrobe…maybe he should suggest…

He looked up to see her eyes were slightly narrowed at him and blushed. She'd caught that.

Before he could stutter out some sort of excuse something started ringing.

"Hold on…that's a phone!" Donna looked around. The Doctor walked around the console and picked up a mobile, Martha's mobile, "You've got a mobile? Since when?"

"It's not mine," the Doctor opened it and put the speaker on, "Hello?"

"Doctor…it's Martha..." Martha's voice filled the TARDIS, "And I'm bringing you two back to Earth!"

The Doctor glanced over to see a phantom of a smile on the Professor's face before it was gone.

~8~

The TARDIS appeared in an alleyway between two buildings, the Professor peeking out quickly before stepping out, allowing the Doctor to follow. They looked over and spotted Martha standing at the end of the path and walked towards her.

"Martha Jones," the Doctor grinned.

"Doctor," she replied, hugging him.

"Ah, yeah!" he released her, "You haven't changed a bit!"

Martha's grin fell slightly as she saw the Professor standing 'at ease' beside the Doctor, making no move to hug her but giving her a nod, "Neither have you," she realized sadly.

"How's the family?" the Doctor asked, trying to change the topic.

"You know. Not so bad. Recovering."

"What about you?"

"Right," Martha laughed, spotting Donna as she approached, "I should have known. Didn't take you long to replace me."

"Now, don't start a fight. Martha, Donna. Donna, Martha. Please don't fight. I can't bear fighting.

"You wish," Donna scoffed, "I've heard all about you," Donna shook Martha's hand, "The Doctor talks about you all the time."

"I dread to think," Martha grimaced at the thought, perhaps that was one good thing about the Professor's quiet personality, she didn't go rambling about things.

"No, no, no. He said nice things. Good things. Nice things. Really good things."

"Oh, my God, he's told you everything."

Donna laughed but noticed something, "Who's the lucky man?"

"What man?" the Doctor frowned, "Lucky what?"

"She's engaged," the Professor stated, giving a short nod at Martha's fingers, startling the girl with her sudden speech, she hadn't said a word the last time they'd seen each other.

Martha just smiled, happy that the Professor had noticed, and wiggled her left hand fingers, revealing her engagement ring.

"Really?" the Doctor's eyes widened, "Who to?"

"Tom," she smiled, "That Tom Milligan. He's in pediatrics, working out in Africa right now. And yes, I know, I've got a doctor who disappears off to distant places, tell me about it."

"Is he skinny?" Donna asked.

"No, he's sort of...strong."

" _He_ ," she nodded at the Doctor, "Is too skinny for words. You give him a hug, you get a paper cut."

Martha laughed.

"I'd rather you were fighting," he mumbled.

"Dr. Jones, report to base, please," a woman's voice came over the radio in Martha's hand.

"Speaking of which..." she held it up, "This is Dr. Jones. Operation Blue Sky is go, go, go," she turned and walked off, "I repeat, this is a go."

They followed her down the alley and to a street where jeeps and a large lorry came down, "Unified Intelligence Taskforce, raise that barrier now!" the order came as the soldiers entered the factory across the way, "Leave your safeties on, lads, it's non-hostiles!"

"All workers lay down your tools and surrender!" a soldier called over a bullhorn.

"Greyhound 6 to Trap 1," Martha reported, "B Section, go, go, go! Search the ground floor, grid pattern Delta."

"What are you searching for?" the Doctor asked.

"Illegal aliens."

"This is a UNIT operation!" the bullhorn called, "All workers lay down your tools and surrender immediately!"

The UNIT soldiers forced their way into the factory, pushing the workers to their knees, hands over their heads.

"B Section mobilized!" Martha ordered, running off, "E Section, F Section, on my command!"

"Is that what you did to her, turned her into a soldier?" Donna looked at them, more so at the Professor.

~8~

A little while later Martha strode up to the trio as they stood outside the factory.

"You're qualified now?" the Doctor noticed Martha's badge, "You're a proper doctor."

"UNIT rushed it through, given my experience in the field," she nodded, "Here we go," she led them across the grounds and over to a large mobile base, "We're establishing a field base on site. They're dying to meet you."

"Wish I could say the same."

They entered from the back, finding themselves in a small room full of computers, monitors, comms., all high tech, "Operation Blue Sky complete, sir," Martha went up to an older man in uniform, "Thanks for letting me take the lead. And this...this is the Doctor and Professor. Doctor, Professor, Colonel Mace."

"Sir," Mace saluted, "Ma'am."

"Oh, don't salute," the Doctor grumbled.

"But it's an honor, sir. I've read all the files on the two of you. Technically speaking, you're still on staff. You never resigned."

"What, you used to work for them?" Donna eyed him.

"Yeah," he sighed, "A long time ago, back in the 70s…or was it the 80s? It was all a bit more homespun back then."

"Times have changed, sir," Mace agreed.

"That's enough of the 'sir.'"

"Come on though, Doctor," Martha rolled her eyes, "You've seen it. You've been on board the  _Valiant_. We've got massive funding from the United Nations, all in the name of Homeworld Security."

"A modern UNIT for the modern world," Mace nodded.

"What, and that means arresting ordinary workers?" Donna scoffed, "In the streets? In broad daylight? It's more like Guantanamo Bay out there. Donna, by the way. Donna Noble, since you didn't ask. I'll have a salute."

Mace looked at the Doctor and Professor who gave him a slight nod, even the Professor.

"Ma'am," he saluted.

"Thank you."

"Tell us what's going on in that factory," the Doctor began.

"Yesterday," Mace turned and brought up a map of the world on a computer screen across the room, "52 people died in identical circumstances right across the world, in 11 different time zones. 5am in the UK, 6am in France, 8am in Moscow, 1pm in China…"

"They died simultaneously," the Professor summarized.

"Exactly. 52 deaths at the exact same moment worldwide."

"How?"

"They were all inside their cars."

"They were poisoned," Martha added, "I checked the biopsies. No toxins. Whatever it is, left the system immediately."

The Professor nodded, "The common factor of the cars?"

"Completely different makes but all fitted with ATMOS," Martha replied quickly. She could almost understand the Professor's 'to the point,' militant questions, she herself was starting to think almost like a soldier. To be one demanded accuracy, speed, and strength, all of which the Professor seemed to have now, "And that is the ATMOS factory."

"What's ATMOS?" the Doctor frowned, watching the conversation between the two.

"Oh come on, even I know that," Donna cut in, "Everyone's got ATMOS."

~8~

Martha led the trio along the catwalk above the factory floor, Mace behind them, as she explained what they were dealing with, "Stands for 'Atmospheric Emission System.' The ATMOS in your car reduces CO2 emissions to zero."

"Zero?" the Doctor's eyes widened, "No carbon? None at all?"

"And you get sat-nav thrown in, plus 20 quid in shopping vouchers if you introduce a friend," Donna added, "Bargain."

"And this is where they make it," Mace nodded, "Shipping worldwide. Seventeen factories across the globe but this is the central depot, sending ATMOS to every country on Earth."

"And you think ATMOS is alien?" the Doctor eyed him.

"It's our job to investigate that possibility," he walked past them, leading them down the corridor towards a small office in the back where the ATMOS device was on display, "And here it is, laid bare. ATMOS can be threaded through any and every make of car."

"You've must've checked it before it went on sale," the Doctor remarked as the Professor picked up the device and scanned it quickly.

"We did," Martha nodded, "We found nothing. That's why I thought we needed an expert."

The Doctor slipped on his specs and turned to the back wall, examining some equipment, "Really? Who did you get?" he turned to see them, sans the Professor, staring at him, "Oh, right! Me! Yes! Good."

"Well, actually," Martha grinned a bit, " _I_  was thinking the Professor, but  _they_  wanted  _you_ …so we compromised. Brought you both."

"As you should," the Doctor nodded, smiling at the Professor, "We make a rather excellent team."

Martha eyed the Professor, seeing the corner of her mouth twitch up before turning to leave with Mace, pleased that the Professor seemed to be doing better than the last time they'd parted…she hadn't even mustered a smile when she'd said goodbye to them. Perhaps that Donna woman had helped her like she had the last Professor...

"Okay, so why would aliens be so keen on cleaning up our atmosphere?" Donna asked them.

"Very good question," the Doctor told her.

"Maybe they want to help, get rid of pollution and stuff."

"Do you know how many cars there are on planet Earth? 800 million. Imagine that."

"If you could control them, you'd have 800 million weapons," the Professor remarked.

~8~

The Doctor was now examining the ATMOS device while the Professor took a look at the equipment, having done her own assessment of it.

"Ionizing nano-membrane carbon dioxide converter," the Professor stated.

The Doctor nodded, "Which means that ATMOS works," he explained to Mace and Martha as they stood in the office, Donna having wandered out some time ago, "Filters the CO2 at a molecular level."

"We know about that," Mace nodded as he moved to stand beside the Doctor, "What's its origin? Is it alien?"

"No, but it's decades ahead of its time," he glanced at Mace, "Look, do you mind? Could you stand back a bit?"

"Sorry, have I done something wrong?" Mace took a step back.

"You're carrying a gun. I don't like people with guns hanging around me, alright?"

"She's got a gun," he nodded towards the Professor.

"Yes, well, she's different."

"How so?"

"She's my wife," he glared up at Mace, growing frustrated with the man.

"Not yet," the Professor reminded him matter-of-factly.

They had yet to actually have an Earth wedding ceremony. And to be honest, this version of her wasn't quite ready for that just yet. A fact which he knew, but kept quiet about. He knew he had to give her time to heal from what had happened with the Master. He would sometimes catch a stray thought or two from her and, even though he personally didn't believe it for a second, she seemed to consider herself to be 'damaged' now and refused to let him tie himself to a person who couldn't even really speak of her emotions let alone express them. He firmly believed that she expressed them in other ways, in her every action. It wasn't always necessary to speak to convey a feeling or prove them, and she proved her care in the way she tried to protect him, keep him and his Companion safe.

"If you insist," Mace walked out of the room.

"Tetchy," Martha remarked.

"Well, it's true," the Doctor grumbled.

"He's a good man."

"People with guns are usually the enemy in my books."

"Unless the person with the gun is your wife?"

"Not yet," the Professor called once more.

"You seem quite at home," the Doctor ignored her to look at Martha, flashing the sonic over the device.

"If anyone got me used to fighting, it's you," Martha countered.

"Oh right, so it's our fault."

"Well, you got me the job. Besides, look at me," he looked, "Am I carrying a gun?"

"Suppose not."

"It's alright for you two. You can just come and go, but some of us have got to stay behind. So I've got to work from the inside and by staying inside, maybe I stand a chance of making them better."

"Yeah?" he smiled, "That's more like Martha Jones."

"I learnt from the best."

"Well..."

"But…now that my  _teacher_ 's got a gun…maybe I should reconsider…"

The Doctor just laughed and shook his head when Donna entered the room, a binder in her hand.

"Oi, you lot!" she called, "All your storm troopers and your sonics, rubbish! Shoulda come with me."

"Where have you been?" he looked at her, Mace entering once more.

"Personnel. That's where the weird stuff's happening, in the paperwork. 'Cos I spent years working as a temp, I can find my way around an office blindfolded, and the first thing I noticed is an empty file."

"Why, what's inside it? Or what's not inside it?"

"Sick days," she opened it to show them it was blank, "There aren't any. Hundreds of people working here and no one's sick. Not one hangover, mean flu, sneaky little shopping trip. Nothing. Not ever. They don't get ill."

"That can't be right," Mace took the folder.

"You've been checking out the buildings, should've been checking out the workforce."

"I can see why they like you," Martha grinned.

"Hmm."

"You are  _good_."

"Super Temp."

"Dr. Jones, set up a medical post, start examining the workers," Mace ordered, "I'll get them sent through."

"Come on, Donna, give me a hand," Martha nodded as the Doctor and Professor followed Mace out of the room.

"So, this…this ATMOS thing, where'd it come from?" the Doctor asked as they walked past the factory floor.

"Luke Rattigan himself."

"And himself would be?"

~8~

Mace brought up Luke's profile on the UNIT computer, "Child genius. Invented the Fountain 6 search engine when he was 12 years old. Millionaire overnight. Now runs the Rattigan Academy. A private school educating students handpicked from all over the world."

"A hothouse for geniuses," the Doctor remarked, "Wouldn't mind going there," Mace looked at him, "The Professor likes a challenge. Hasn't found anyone who can think as fast as her yet, not even me."

Mace looked quite stunned at the Doctor openly admitting he believed the girl beside him to be smarter than him.

~8~

Mace led them to the docking bay of the factory, "You are not coming with us," the Doctor told him, "We want to talk to this Luke Rattigan, not point a gun at him," he turned to the Professor, "Which means reining in the trigger finger."

The Professor rolled her eyes at him before blinking, almost confused. She shook her head slightly. She'd been noticing little things lately, slips from her normal persona. A roll of the eye, a smile, a semi-joking remark...ever since Donna had become their Companion. The woman was as irritating as she first assumed she'd be, but...as Martha had said, she was good. She wore her heart on her sleeve and kept nothing bottled up. If she was angry it showed, sad, happy, excited, she held nothing back. And it seemed that constant outpouring of emotion from the ginger was affecting even her...to be around such emotion constantly...she found herself expressing more of it. Something she was slightly disconcerted with but also, surprisingly, not enormously concerned over. She knew it made the Doctor extremely happy whenever it occured, and anything that made him smile that widely couldn't be a bad thing.

In fact, he was smiling widely now despite her face having become neutral again. He'd spotted the eye roll and just couldn't help but grin as yet another emotion trickled through her, even if it was annoyance at him.

"It's ten miles outside London," Mace remarked, pulling them both out of their thoughts, "How are you going to get there?"

"Then get us a Jeep," he suggested.

"According to the records, you travel by TARDIS."

"With the danger of hostile aliens, it is best to keep the time travel machine away from the front lines," the Professor remarked.

"I see," Mace nodded at her militaristic insight, "Then you do have weapons but you choose to keep them hidden."

"Not all of them," the Doctor replied, putting an arm around the Professor's shoulders, noting that she tensed only  _a bit_  at the action, far less than before. It seemed she was getting more comfortable with him and contact between them, something he was imminently pleased about.

"Jenkins?" Mace called, turning around as a soldier ran over. The Doctor squeezing the Professor's shoulder once before letting his arm fall from around her.

"Sir!" a young man ran over to them.

"You will accompany the Doctor and Professor and take orders from them."

"I don't do orders," the Doctor grumbled.

"Take orders from her then," Mace nodded at the Professor who accepted the task, "Any sign of trouble get Jenkins to declare a Code Red. And good luck," he saluted.

"I said no salutes."

"Now you're giving orders."

"A bit cheeky, you are!" he called as Mace left.

"Doctor!" Donna called, running over, "Professor!"

"Oh, just in time. Come on!" he took her hand, "Come on, we're going to the country," and pulled her towards the Jeep, "Fresh air, geniuses, what more could you ask?"

"I'm not coming with you. I've been thinking. I'm sorry...I'm going home."

"Really?"

"I've got to."

"Well, if that's what you want. I mean, it's a bit soon. I had so many places I wanted to take you. The Fifteenth Broken Moon of the Medusa Cascade, the lightening skies of Cotter Palluni's World, the diamond coral reefs of Kaata Flo Ko...thank you. Thank you, Donna Noble. It's been brilliant. You…you've saved my life in so many ways…" Donna nodded, smirking, and the Doctor realized something, "You're...you're…you're just popping home for a visit. That's what you mean."

"You dumbo."

"And then you're coming back."

"Do you know what you are? A great, big, outer space dunce."

"Yeah…" he rubbed the side of his neck.

"Take a lesson from time-girl here," Donna nodded at the Professor, "Don't see her jumping to conclusions do you?"

"Ready when you are, sir, ma'am," Jenkins called before the Doctor could reply.

"What's more, you can give me a lift," Donna laughed, "Come on," she headed towards the Jeep, jumping in after the Professor, "Broken moon of what?"

"I know," the Doctor sighed, "I know."

~8~

"UNIT's been watching the Rattigan Academy for ages," Jenkins explained to them as he drove towards the school, having dropped off Donna a short while ago, "It's all a bit Hitler Youth. Exercise at dawn and classes and special diets."

"Turn left," ATMOS instructed.

"Ross, one question," the Doctor began, "If UNIT thinks that ATMOS is dodgy…"

"How come we've got it in the Jeeps?"

"Yeah."

"Ha, tell me about it. They're fitted as standard on all government vehicles. We can't get rid of them until we can prove there's something wrong."

"Turn right."

"Drives me around the bend," he commented as he turned into the school drive.

"Oh, nice one," the Doctor laughed.

"Timed that perfectly."

"Ha. Yeah. You did."

"This is your final destination."

They got out and headed up the drive, walking around the building to the back. The Professor paused, watching as a group of students in red sweat suits jogged around the school, her mind drifting against her will...

~/~\~

_She stood before the large facility, in the front of a mass of Academics, almost every Academic who had graduated within the last 500 years would eventually come to gather within those walls. Her group was the last to arrive, the last to accept a place in the elite program implemented by President Rassilon. The Daleks had launched attacks on their planet, the High Council had declared war, and they needed this program, their skills, to help ensure a Time Lord victory._

_As she watched another group of Academics who had arrived earlier than her, the younger generation, those recently graduated, jog around the facility, uniform grey jumpsuits on, she couldn't help but frown. She didn't want to be there, none of those in her group wanted to be there. But they had to accept the invitation to the program._

_They'd been called into a meeting with President Rassilon himself, a few of his scientists and military generals speaking about the program they wished to create. A way to fight the war with minimal loss of Time Lord life, using their minds to help win battles. The younger Academics were far too willing to jump into the program, the older Academics more hesitant._

_They had to accept the invitation, especially given what had happened to the others._

_Some Academics were quite vocal about their refusal to even consider the program. It had given the others courage to ask their President for time to think on their acceptance. But then…they started hearing reports of 'accidents' occurring all over Gallifrey. Time Lords somehow ending up injured in the middle of regeneration or too badly to even regenerate._

_Very specific Time Lords…_

_Academics…_

_The ones who had refused._

_It gave pause to those considering rejecting the invitation. There was no proof, of course, that indicated the High Council had anything to do with the 'accidents' but they were Academics for a reason, they made those connections._

_They couldn't say no._

_She closed her eyes tightly a moment, taking a breath. She couldn't help the pit that formed in her stomach. Something about the entire program didn't sit right with her. Rassilon had assured them that they would only be learning military strategies, participating in some exercise programs to invigorate their minds, and helping to estimate the probabilities and estimations for battles. He had sworn that they would be allowed to leave whenever they wanted out of the program once it had been started. He'd warned them that, throughout their time there, some of them would be asked to leave if they didn't prove themselves able to contribute. She didn't believe for a moment that they would simply be allowed to walk out or that they would just be asked to leave with no consequences. Perhaps it had been the look in President Rassilon's eyes…he was far too happy and…smug…for the program to begin._

_She opened her eyes, hearing a creaking, to see the doors to the facility opening, a scientist and general standing before them, ushering them in._

~/~\~

She shook her head fiercely, now was not the time to be distracted. She continued on after the Doctor and Ross, towards a lone young man standing there, looking out on London, "Is it PE?" the Doctor called, "I wouldn't mind a kick-around. Got me daps on."

Luke turned around and eyed them, "I suppose you're the Doctor and Professor."

"Hello."

"Your commanding officer phoned ahead."

"Oh, I haven't got a commanding officer," the Doctor remarked, "Well…except for the Professor here," and it was actually true. During the war all Academics, once training was complete, were automatically given the highest rank in their armies, able to give commands, draw up and implement strategies, among other things, "Have you?" he continued, "Oh, this is Ross. Say hello, Ross."

"Afternoon, sir," Ross nodded.

The Doctor turned and ran to the main doors, "Let's have a look, then! I can smell genius...in a good way."

~8~

The Doctor and Professor entered a lab where a few students were working on advanced projects, just wandering around, looking at the different devices.

"Oh, now...that's clever!" he called the Professor over, "Look!" he slipped on his specs, "Single-molecule fabric. How thin is that? You could pack a tent in a thimble. Oh!"

"Gravity simulators," the Professor listed as she gave the room a quick onceover, "Terra-forming, biospheres, nano-tech steel construction."

Luke's eyes widened at how quickly she was able to identify the devices, half of which were across the room.

"Ha ha, this is brilliant!" the Doctor cheered, "But y'know with equipment like this, you could, oh, I dunno...move to another planet or something."

"If only that was possible," Luke replied.

"If only that were possible," he pulled off his specs, "Conditional clause."

"I think you'd better come with me," he turned and led them out of the lab, down a few halls, and into his own quarters, "You're smarter than the usual UNIT grunts, I'll give you that."

"He called you a grunt," the Doctor looked at Ross, "Don't call Ross a grunt, he's nice. We like Ross. Look at this place..."

' _What do you make of that,_ ' he asked the Professor silently, hoping she would answer. It had been touch and go with their mental connection. She was far more closed off in all aspects, mental, emotional, physical, but…if she had heard him on the TARDIS, in a non-threatening environment where she kept her mind partially open for silent communication, there was a chance that she was listening now.

' _Teleport pad,_ ' she confirmed, eyeing the large square box-like contraption in the back of the room.

He beamed, she was connecting to him again, she was starting to let him in.

"What exactly do you want?" Luke glared at them.

"I was just thinking, what a responsible 18 year old," the Doctor remarked, "Inventing zero-carbon cars, saving the world..."

"It takes a man with vision."

"Hm, blinkered vision. 'Cos ATMOS means more people driving, more cars, more petrol, end result: the oil's gonna run out faster than ever. The ATMOS system could make things worse."

"Yeah, well, that's a tautology. You can't say 'ATMOS system' 'cos it stands for Atmospheric Emission System. So you're saying 'Atmospheric Emission System System.' Do you see, Mr. Conditional Clause?"

"It's been a  _long_   _time_  since anyone's said no to you, isn't it?"

"I'm still right, though."

"Not easy, is it, being clever? You look at the world and you connect things, random things, and think, 'why can't anyone else see it? The rest of the world is so slow.'"

"Yeah…"

"And you're on your own."

"I know."

"But not with this," he pulled out an ATMOS device from his pocket, "'Cos there's no way you invented this single-handed. It might be Earth technology, but that's like finding a mobile phone in the Middle Ages," he tossed the device to Ross and walked towards the teleport pod, "No, no, I'll tell you what it's like! It's like finding this in someone's front room. Albeit, a very big front room."

"Why?" Ross frowned, "What is it?"

"Yeah, just looks like a thing, doesn't it? People don't question things. They just think, 'Oh, it's a thing.'"

"Leave it alone!" Luke glared.

"Me, I make these connections," the Doctor walked inside it, "And this to me looks like..." he pressed a button, "...a teleport pod."

And disappeared, only to appear in the middle of a Sontaran war ship.

"Orbit now holding at 556.3, sector 270," the loudspeaker announced.

"Oh…"

The Sontarans turned and spotted him, "We have an intruder!"

"How did he get in?" the Doctor asked, "In-tru-da window?" the Sontaran soldiers advanced, "Bye bye!" he pushed a button and appeared back in Luke's room, running out of the pod to see the Professor aiming her gun at it, waiting for the Sontarans they knew were coming, "Ross, get out! Luke, you'd better come with us!" he grabbed the Professor's arm, shoving it down, knowing the Sontarans would fire at will if an actual disarming weapon was fired at them and spun around, sonicing the pod to disable the circuit just after a lone Sontaran appeared, "Sontaran! That's your name, isn't it? How did I know that, eh?" he put away the screwdriver, holding the Professor's arm behind his back, "Fascinating, isn't it? Isn't that worth keeping us alive?"

"I order you to surrender in the name of the Unified Intelligence Taskforce," Ross aimed his gun at the Sontaran.

"That's not going to work," the Professor warned as she put the blaster back in its holster surreptitiously, "Cordolaine signal, copper excitation stopping the bullets."

"How do you know so much?" the Sontaran turned to her.

"Well..." the Doctor began, walking around the room.

"Who are they?" the Sontaran turned to Luke.

"They didn't give their names."

"This isn't typical Sontaran behavior, is it?" the Doctor asked, leaning on a table, "Hiding? Using teenagers? Stopping bullets? A Sontaran should face bullets with dignity! Shame on you!"

"You dishonor me!" the alien shouted beneath his helmet.

"Then show yourself," the Professor challenged.

"I will look into my enemy's eyes," he took off the helmet to reveal a brown, rounded, dome-like head with no neck.

"Oh, my God," Ross gaped.

"And your name?" the Doctor asked.

"General Staal of the Tenth Sontaran Battle Fleet. Staal the Undefeated."

"That's not a very good nickname. What if you do get defeated? 'Staal-The-Not-Quite-So-Undefeated-Anymore-But-Never-Mind?'"

"Looks like a potato, a baked potato," Ross scoffed, "A talking baked potato."

"Now, Ross, don't be rude. You look like a pink weasel to him," he leaned over and picked up a tennis racket, bouncing a ball on it.

"The Sontarans are the finest soldiers in the galaxy," the Professor explained, "Dedicated to a life of warfare. A clone race grown in batches of millions with only one weakness…"

"Sontarans have no weakness!" Staal insisted.

"No, it's a good weakness," the Doctor agreed.

"Aren't you meant to be clever?" Luke sneered, "Only an idiot would provoke him."

"The Sontarans are fed by a Probic Vent in the back of the neck," the Professor continued, "Their weak spot, they always have to face their enemy in battle."

"Isn't that brilliant?" the Doctor grinned, "They can never turn their backs!"

"We stare into the face of death!" Staal glared.

"Yeah? Well, stare at this!" he hit the ball with the racket, bouncing it off the pod and hitting Staal's Probic Vent, making the alien stagger to his knees, "Out! Out! Out!" he grabbed Ross's arm and the three of them ran out of the room. They raced down the yard and over to the Jeep, quickly driving off, speeding back towards the base, "Greyhound 40 to Trap 1," he called into the radio, "Repeat: can you hear me? Over."

"Why is it not working?" Ross asked.

"The Sontarans," the Professor replied, "And if they can trace that, they can isolate the ATMOS."

"Turn left."

"Try going right," the Doctor told him.

"It says left," Ross argued.

"I know. So go right."

Ross twisted, but the wheel wouldn't budge, "I've got no control!" he gasped, taking his hands off the wheel completely, "It's driving itself. It won't stop," he turned to the door, "The doors are locked!"

"Argh!" the Doctor soniced the ATMOS, "It's deadlocked! We can't stop it!"

"Turn left."

The Jeep swerved left.

"The sat-nav's wired through the whole car," the Doctor muttered, looking around for something to use against the system.

"We're heading for the river!" Ross cried.

"ATMOS, are you programmed to contradict my orders?" the Professor turned to the box, keeping her head.

"Confirmed."

"Anything I order will be ignored?"

"Confirmed."

"Then drive into the river," she replied calmly as Ross stared at her in horror, "I  _order_  you to drive into the river."

The Jeep's brakes squealed as it halted to a stop at the river's edge. The doors unlocked and the Doctor and Ross jumped out of the car.

"Turn right. Left. Left. Right."

"Get down!" the Doctor shouted, pulling Ross to the ground.

"It's not going to explode," the Professor stated, standing behind them, watching the car.

"Left. Right. Left. Right. Left. Right. Left. Right!"

The panel sparked and smoked a bit.

"Oh, is that it?" the Doctor looked up, surprised and disappointed. The Professor just shook her head at him and he beamed, another emotion! This was shaping up to be a  _very_  good day...well...not counting the appearance of the Sontarans of course...

~8~

The Doctor, with the Professor beside him, rang the front doorbell of a nice home in Chiswick and Donna answered, "You would not believe the day we're having."

~8~

The Doctor and the Professor stood over the engine of Donna's car, working on the ATMOS device while Donna tried to reach Martha on her mobile.

"I'll requisition us a vehicle," Ross told them.

"Anything without ATMOS," the Professor agreed.

"And don't point your gun at people!" the Doctor called as the man ran off.

"Is it them?" Donna's grandfather ran out of the house, "Is it them? Is it the Doctor and Professor?" he spotted them, his eyes widening in shock as he recognized them, "Ah, it's you!"

"Who?" the Doctor looked up, recognizing him as well, "Oh...it's you!"

"What, have you met before?" Donna looked between them.

"Yeah, Christmas Eve," her grandfather nodded, "They disappeared right in front of me."

"And you never said?"

"Well, you never said," he turned to the aliens, "Wilf, sir, ma'am. Wilfred Mott. You must be two of them aliens."

"Well, yeah, but don't shout it out," he shook Wilf's hand, "Nice to meet you properly, Wilf."

"Ah, an alien hand."

"Donna, anything?"

"She's not answering," she shook her head, "What's it, 'Sontiruns?'"

"Sont _arans_. But there's got to be more to it. They can't be just remote controlling cars. That's not enough. Is anyone answering?"

"Hold on."

"Don't tell me...Donna Noble," Martha answered.

"Martha, hold on, he's here," she put the phone on speaker and handed it to the Doctor.

"Martha, tell Colonel Mace it's the Sontarans. They're in the file, Code Red Sontarans. But if they're inside the factory, tell him not to start shooting, UNIT will get massacred. We'll get back as soon as we can. You got that?"

"Code Red Sontarans. Gotcha," and the phone clicked off.

' _Incorrect voice pattern,_ ' the Professor remarked from under the bonnet, ' _That's not Martha._ '

The Doctor could only nod, she had sounded off to him as well.

~8~

The Doctor had the sonic out, looking under the bonnet as the Professor directed where to focus the power.

"You've tried sonicing it before," Donna commented, "You didn't find anything."

"Yeah, but now we know it's Sontaran, we know what we're looking for," the Doctor countered.

"The thing is," Wilf began, "That Donna is my only grandchild. You gotta promise me you're gonna take care of her."

"She takes care of us."

Wilf laughed, "Oh, yeah, that's my Donna. She was always bossing us around even when she was tiny. 'The Little General' we used to call her."

"Yeah," Donna cut in, "Don't start."

"And some of the boys she used to turn up with…a different one every week. Yeah, who was that one with the nail varnish?"

"Matthew Richards. He lives in Kilburn now…with a man."

Spikes shot out of the holes in the ATMOS device and the Doctor jerked back, "Whoa!"

"Temporal pocket," the Professor stated, "Hidden just a second out of sync with real time."

"I knew there was something else there," the Doctor grinned.

"But what's it hiding?" Donna asked.

"I dunno, men and their cars!" Donna's mother walked over to them, seeing them all gathered around, "Sometimes I think if I was a car..." she stopped, seeing the man under the bonnet, "Oh, it's you! Doctor…what was it?"

"Yeah, that's me," the Doctor waved, not looking up.

"Have you met them as well?" Wilf looked at his daughter.

"Dad, it's the man from the wedding! When you were laid up with Spanish flu. I'm warning you, last time he and that woman who was with him turned up, it was a disaster!"

Donna was about to ask her mother what woman she was talking about as the Professor was right there but then remembered the Professor had regenerated since then, of course her mother wouldn't recognize her.

Before she could try and turn her mother back inside gas shot out from the spikes in the ATMOS device.

"Get back!" the Doctor shouted, jumping back and sonicing the car, "That'll stop it," the car sparked and the gas stopped.

The Professor leaned over cautiously and inhaled just a bit of it, having learned her lesson from the smog in New New York.

"I told you!" Mrs. Noble pointed at them, "He's blown up the car! Who is he anyway? What sort of doctor blows up cars?"

"Oh, not now, mum!" Donna snapped.

Her mother just stalked off, muttering, "Oh, should I make an appointment?"

"It's not exhaust fumes," the Professor remarked, frowning as she examined it, "Some sort of gas. Artificial gas. Carbon monoxide, hydrocarbons, nitrogen oxides, but 10 percent...it's a new substance…"

"And it's aliens, is it?" Wilf asked, "Aliens?"

"But if it's poisonous..." Donna frowned, "Then they've got poisonous gas in every car on Earth."

They looked around to see the cars parked on the street all had ATMOS stickers in the windows.

"It's not safe. I'm gonna get it off the street," Wilf moved to get in the car, the doors shutting and locking behind him.

"No, don't!" Donna shouted as the car started up and thick exhaust came out the tailpipe, "Turn it off!" Wilf shook his head, "Granddad, get out of there!" she tried to open the doors but they were locked.

"I can't!" he cried, "It's locked!" he held up the key, "It's the aliens again!" he banged on the window.

"What's he doing?" Mrs. Noble called form the door of the house, "What's he done?"

"I've isolated it!" the Doctor shouted, when suddenly all the cars on the street started to emit the same gas.

"There's gas inside the car!" Donna cried, "He's gonna choke! Doctor! Professor!"

The Doctor ran to the door, trying to help her open it with the sonic while the Professor attempted the other door.

"It won't open!" he shouted, looking back at the other cars, "It's the whole world."

"Help me!" Wilf called weakly.

The Doctor ran back to check the engine, yanking out some wires from the device, but it didn't work. He ran to the middle of the road, looking around, powerless, as the smoke billowed around them.

"Doctor!" Donna shouted, "Professor!"

To be continued…

* * *

**Notes for the Chapter:**

> I love the next chapter, the Sontarans meeting the Doctor and Professor and more (maybe a little Keta kiss!) :)


	6. The Poison Sky

"He's gonna choke!" Donna screeched.

"It won't open!" the Doctor shook his head.

"Wilf," the Professor shouted till the old man weakly looked at her, "Duck!" he quickly dropped down and she shot a blast at the side of the front window, shattering it. The Doctor and Donna looked at her in shock, "Don't just stand there! Get him out!"

They quickly got to work hauling the old man out of the car, "Thanks!" Wilf gasped.

"Get inside the house," the Doctor ordered, helping Wilf over to Mrs. Noble, "Just try and close off the doors and windows."

"Doctor!" Ross shouted, pulling up in an old black cab, "Professor! This is all I could find that hasn't got ATMOS."

The duo ran over to the cab, "Donna, you coming?" the Doctor called.

"Yeah!" she turned to go when her mother grabbed her arm.

"Donna! Don't go! Look what happens every time he appears! Stay with us, please."

"You go my darling!" Wilf pulled his daughter's arm back.

"Dad!"

"Don't listen to her! You go with the Doctor and Professor! That's my girl..." Donna ran to the cab, looking guiltily back at her family as they left, "Bye!"

~8~

The cab pulled up outside the ATMOS factory, letting the trio out, "Ross, look after yourself, get inside the building," the Doctor ordered him lightly.

"Will do," Ross nodded, pulling out a radio, "Greyhound 40 to Trap 1, I have just returned the Doctor and Professor to base, safe and sound, over."

The Doctor rolled his eyes at that as Ross took off.

"The air is disgusting!" Donna gagged.

"It's not so bad for us," the Doctor remarked, seeing that the Professor looked not at all affected by it either, "Go on, get inside the TARDIS. Oh, never given you a key!" he pulled one out, "Keep that! Go on, that's yours! Quite a big moment really!"

"Yeah, maybe we can get sentimental after the world's finished choking to death!"

"Good idea!"

"Where are you going?" she called as they ran back toward the base.

"Stop a war!" they ran into UNIT, "Right then, here we are, good. Whatever you do, Colonel Mace, do not engage the Sontarans in battle, there is nothing they like better than a war. Just leave this to us."

"And what are you going to do?" Mace asked them.

"We've got the TARDIS, we're gonna get on board their ship."

The Professor, who had not taken her eyes off Martha since they entered, watched as she leaned over and pressed a button on her PDA.

"Come on!" the Doctor called to Martha, turning and running out of the base with the Professor and Martha, straight back to the alleyway, only to see the TARDIS was gone.

"But...where's the TARDIS?" Martha asked.

"Taste that, in the air. Yech. That sort of metal tang."

"Teleport exchange," the Professor remarked, her nose twitching as she turned to Martha, "The Sontarans have taken it."

The Doctor's eyes widened, "We're stuck, on Earth like...like ordinary people. Like humans! How rubbish is that!" he glanced at Martha, "Sorry, no offence, but come on!"

"So what do we do?" Martha asked.

"Well...I mean it's shielded, they could never detect it…" he stared at her.

"What?"

"I'm just wondering, have you phoned your family and Tom?"

"No, what for?"

"The gas. Tell them to stay inside."

"Course I will, yeah, but what about Donna? I mean, where's she?"

"Oh, she's gone home. She's not like you, she's not a soldier. Right. So, Avanti!" they turned and ran back into the UNIT base once more, "Change of plan!"

"Good to have you fighting alongside us, Doctor, Professor," Mace smiled.

"We're not fighting, we're not-fighting, as in not hyphen fighting, got it? Now, does anyone know what this gas is yet?"

"We're working on it."

"It's harmful, but not lethal until it reaches 80 percent density," the Professor stated as a blond woman stood up to give her report.

The woman nodded, "We're having the first reports of deaths from the center of Tokyo City."

"And who are you?" the Doctor eyed her.

"Captain Marion Price, sir," she saluted.

"Oh, put your hand down. Don't salute."

"Jodrell Bank's traced a signal, coming from 5,000 miles above the Earth," Mace added, "We're guessing that's what triggered the cars."

"The Sontaran ship," the Doctor nodded.

"NATO has gone to Defcon One, we're preparing a strike."

"Nuclear missiles won't even scratch the surface," the Professor countered.

"Let us talk to the Sontarans," the Doctor agreed.

"You're not authorized to speak on behalf of the Earth," Mace shook his head.

"I've got that authority, I earned that a long time ago, and so has the Professor by association," he replied seriously.

The Professor took the sonic from his pocket and pressed it to the UNIT systems, "Calling the Sontaran Command Ship under Jurisdiction Two of the Intergalactic Rules of Engagement. This is the Professor and the Doctor."

"The Professor!" Staal gasped, as the screen flickered on and the Sontarans were revealed.

"And the Doctor," the Doctor called.

"We do you honor," Staal continued, "Sontar-ha!" he pounded his fist to his hand, "We have entered into the most magnificent war because of you, most famous of Time Lords."

"Still here," the Doctor tried again.

"The Doctor wishes to speak with you," the Professor replied.

"Hello!" he waved a bit.

Staal's countenance shifted to a glare, "Doctor, breathing your last?"

"My God, they're like trolls," Mace finally managed to speak.

"Yeah, loving the diplomacy, thanks," the Doctor rolled his eyes and turned to the Sontarans, "So, tell me, General Staal, since when did you lot become cowards?" he plopped down in a chair and put his feet up.

"How dare you!" Staal snapped.

"Oh, that's diplomacy?" Mace scoffed.

"Doctor, you impugn my honor!"

"Yeah, I'm really glad you didn't say 'belittle' 'cos then I'd have a field day," he remarked, "But poison gas? That's the weapon of a coward and you know it. Staal, you could blast this planet out of the sky, and yet you're sitting up above watching it die. Where's the fight in that? Where's the honor?"

"You're planning something else," the Professor determined, "This is not normal Sontaran warfare."

The Doctor nodded, it made sense, "What are you lot up to?"

"A general would be unwise to reveal his strategy to the opposing forces," Staal remarked.

"Ah, the war's not going so well, then? Losing, are we?"

"Such a suggestion is impossible."

"What war?" Mace frowned.

"The war between the Sontarans and the Rutans," the Professor stated, "It's been raging, far out in the stars for 50,000 years. Which…" she turned to Staal, "I would like ended. I have no love of being under Judoon probation until the war has been settled."

"50,000 years of bloodshed, and for what?" the Doctor shook his head.

"For victory!" Staal cried, "Sontar-ha!"

"Sontar-ha!" the Sontarans chanted behind him, "Sontar-ha! Sontar-ha!"

"Give me a break," the Doctor rolled his eyes, turning to nod at the Professor. She flashed the sonic and the channel changed to Tommy Zoom.

"I would seriously recommend that this dialogue is handled by official Earth representation," Mace glared.

"When the Earth officials are able to handle themselves intelligently without need of our assistance, I shall seriously consider your recommendation," the Professor's eyes narrowed at Mace, "Until then..." she soniced the channel back.

"Finished?" the Doctor asked, a grin growing on his face at how the Professor's words had left Mace gaping, despite the fact that Staal was glaring at them.

"You will not be so quick to ridicule when you'll see our prize," Staal remarked, "Behold!" the camera shifted to reveal the TARDIS behind him, "We are the first Sontarans in history to capture a TARDIS."

"Well, as prizes go, that's... _noble_. As they say in Latin,  _donna_  nobis pacem. Did you never wonder about its design? It's phone box. It contains a  _phone_. A telephonic device for communication. Sort of symbolic. Like if only we could communicate. You and I."

"All you have communicated is your distress, Doctor."

"Big mistake though. Showing it to me," he held up a device, "'Cos I've got remote control."

"Cease transmission!"

The screen went black.

"Oh, well," the Doctor sighed, getting up.

"That's achieved nothing," Mace glared.

"Oh, you'd be surprised," he grinned.

~8~

The Doctor snatched a clipboard from Martha's hands as she stood before a small container of the gas, the Professor standing in the doorway, watching carefully, she had yet to truly let Martha out of her sight, "There's carbon mon…"

"Carbon monoxide, hydrocarbons, nitrogen oxides, and 10 percent unidentified," the Doctor cut in, nodding, the Professor had already gone through it.

"It's some sort of artificial heavy element we can't trace. You ever seen anything like it?"

"Must be something the Sontarans invented. This isn't just poison, they need this gas for something else. What could that be?"

"Launch grid online and active," Price called from the control room.

"Positions ladies and gentlemen, Defcon One initiatives in progress," Mace ordered.

The Doctor ran out of the room, "What? I told you not to launch!"

"The gas is at 60 percent density, 80 percent and people start dying, Doctor. We've got no choice."

"Launching in 60, 59, 58, 57, 56…" Price counted down, "Worldwide nuclear grid now coordinating. 54, 53..."

"You're making a mistake, Colonel!" the Doctor glared, "For once, I hope the Sontarans are ahead of you."

"North America, online," Price continued, "United Kingdom, online. France, online. India, online. Pakistan, online. China, online. North Korea, online. All systems locked and coordinated. Launching in 10, 9, 8, 7, 6, 5..."

"God save us," Mace breathed.

"...4, 3, 2, 1..."

The Professor watched carefully as Martha pushed something on her PDA.

"0."

And the screen shut off.

"What is it?" Mace looked around, "What happened? Did we launch? Well, did we?"

"Negative, sir," Price replied, "The launch codes have been wiped, sir. It must be the Sontarans."

"Can we override it?"

"Trying it now, sir."

The Professor and Doctor exchanged a look, the Professor nodding slightly back at Martha.

"Missiles wouldn't even dent that ship," the Doctor muttered, "So why are the Sontarans so keen to stop you?"

' _The gas is volatile,_ ' she told him, ' _One firm spark would burn it all up. They need it for something._ '

He nodded and glanced at Martha, "Any ideas?"

"How should I know?" Martha shook her head.

"Enemy within!" Ross suddenly called over the comms., "At arms! Greyhound 40 declaring absolute emergency. Sontarans within factory grounds, east corridor grid six."

"Absolute emergency, declaring Code Red," Mace ran to the comm., the launch forgotten for now, "All troops, Code Red!"

"Get them out of there!" the Doctor argued.

"All troops, open fire!" Mace ordered. There was the sound of guns clicking but not firing.

"The guns aren't working!" Ross shouted, "Inform all troops, standard weapons do not work," there were more shots fired, men screaming, "Tell the Professor and the Doctor it's that cordolaine signal. They're the only ones who can stop them…" and then the line went to static with a grunt, and they knew, Ross was dead.

"Greyhound 40, report! Over. Greyhound 40, report. Greyhound 40, report!"

"He wasn't Greyhound 40," the Doctor glared, "His name was Ross. Now listen to me, and GET THEM OUT OF THERE!"

"Trap 1 to all stations," he ordered, "Retreat. Order imperative, immediate retreat!"

"Retreat!" they heard soldiers ordering, "Retreat!"

But there were too many screams and shots. Mace looked at the incoming reports, "They've taken the factory."

"Why?" the Doctor shook his head, "They don't need it. Why attack now? What are they up to? Times like this, I could do with the Brigadier. No offence."

"None taken. Sir Alistair's a fine man, if not the best. Unfortunately he's stranded in Peru."

' _It's a defensive strategy, they're protecting something,_ ' the Professor told him quietly, he looked at her with wide eyes, ' _I go by Stewart don't I?_ ' she reasoned at his stunned expression.

"Launch grid back online," Price called, the computer just turned on to show the map of the world when Martha pushed a button and the screen went black again, "They're inside the system, sir. It's coming from within UNIT itself."

"Trace it," Mace ordered, "Find out where it's coming from, and quickly. Gas levels?"

"66 percent in major population areas and rising."

"Why are they defending the factory only after we were inside?"

"Because they wanted UNIT here," the Doctor finally managed to snap himself out of his thoughts. The Professor certainly was living up to her pseudonym, "You gave them something they needed. Something now hidden inside the factory. Something precious."

"Then we've got to recover it. This cordolaine signal thing, how does it work?"

"It causes expansion of the copper shell of the bullets," the Professor replied.

"Excellent. I'm on it," he ran out.

"For the billionth time, you can't fight Sontarans!" the Doctor shouted, before sighing. He turned to a nearby officer as the Professor kept an eye on Martha, "Phone. Have you got a phone? We need your mobile, quickly, hurry up!"

The man handed him a mobile and he headed back to Mace's office, the Professor shutting the door behind them though keeping a watchful eye on Martha.

"What's happened, where are you?" Donna demanded over the speaker as the Doctor called her.

"Still on Earth. But don't worry, we've got our secret weapon."

"What's that?"

"You."

"Oh. Somehow that's not making me happy. Can't you just zap us down to Earth with that remote thing?"

"Yeah, I haven't got a remote, though I really should. But we need you on that ship. That's why we made them move the TARDIS. I'm sorry, but you've got to go outside."

"But there's Sonterruns out there."

"Sont _arans_ ," the Professor corrected, "They'll all be on battle stations right now."

"They don't walk around having coffee," the Doctor agreed, "We can talk you through it."

"But what if they find me?"

"We know, and we wouldn't ask, but there's nothing else we can do. The whole planet is choking, Donna."

"…what d'you need me to do?"

"The Sontarans are inside the factory which means they've got a teleport link with the ship," the Professor called, her back to the Doctor as she continued to watch Martha through the glass, "But they'll have deadlocked it. We need you to reopen the link."

"But, I can't even mend a fuse."

"Donna!" the Doctor cut in, "Stop talking about yourself like that. You can do this. We promise."

A few moments later Donna gasped, "There's a Sonterrun...Sontaran."

"Did he see you?"

"No, he's got his back to me."

"On the back of his neck on his collar there's a Probic Vent," the Professor told her, "Like a hole. One blow to the Probic Vent incapacitates them."

"But he's gonna kill me."

"I'm sorry," the Doctor said, "I swear, I'm so sorry. But you've got to try."

A moment later there was a thud, "Back of the neck!"

"Find the external junction feed to the teleport," the Professor instructed.

"What...what's it look like?"

"A circular panel on the wall with a symbol on the front, a letter T with a horizontal line through it. Or two Fs back to back."

"Well, there's a door."

"There should be a switch by the side."

"Yeah there is. But it's Sontaran shaped, you need three fingers."

"You've got three fingers," the Doctor reminded her as he watched the Professor closely, this was the most she had spoken in a long while.

"Oh, yeah!" there was whoosh, "I am through!"

The Doctor kissed the phone, "Oh, you are brilliant, you are!" and then grabbed the Professor's arm, turning her to face him a moment as he kissed her hard in his excitement, she had been the one to talk Donna through most of it, "You both are! Absolutely brilliant!"

"Shut up," Donna cut in, drawing his attention back to the phone so that he didn't even notice the Professor's slightly stunned expression taking place of her normal expressionless one, "Right. T with a line through it…"

He looked through the glass to see Mace had returned, "Got to go. Keep the line open!"

"Counter attack!" Mace called.

"I said you don't stand a chance!" the Doctor ran back into the room.

"Positions. That means everyone!" he tossed a gasmask to the Doctor and Professor, who shook her head, her neutral expression returning. Now was not the time to be distracted.

"You're not going without me!" Martha called as they moved to put on their gasmasks.

"Wouldn't dream of it," the Doctor pulled his on.

~8~

The group stood outside the ATMOS factory, UNIT gathered around them, all wearing gasmasks.

Mace held up a gun and showed it to the Doctor and Professor, "Latest firing stock, what do you think, Doctor?"

"Are you my mummy?" the Doctor asked as the Professor took the gun, disassembling it slightly as she scanned it, pulling out a bullet before reassembling the weapon.

"If you could concentrate?"

"Bullets with a rad-steel coating," she examined the bullet, "No copper surface," she tossed Mace back the gun, "It  _should_  overcome the cordolaine signal."

"But the Sontarans have got lasers!" the Doctor reminded them both, "You can't even see in this fog, the night vision doesn't work."

"Thank you Doctor, thank you for your lack of faith," Mace rolled his eyes, "But this time, I'm not listening," he pulled off his mask and turned to his soldiers, "Attention, all troops! Sontarans might think of us as primitive. As does every passing species with an axe to grind. They make a mockery of our weapons, our soldiers, our ideals. But no more! From this point on, it stops. From this point on, the people of Earth fight back and we show them! We show the warriors of Sontar what the human race can do! Trap 1 to Hawk Major! Go, go, go!" they all looked up at a loud sound coming from above. The fog started to clear to reveal the  _Valiant_  flying above them, "It's working! The area's clearing. Engines to maximum!"

"It's the  _Valiant_!" the Doctor cheered as the Professor tensed beside him, a hard look in her eyes as she eyed the craft.

"UNIT Carrier Ship  _Valiant_  reporting for duty, Doctor! With engines strong enough to clear away the fog," they pulled off their masks.

"Whoa, that's brilliant!"

"Getting a taste for it?"

"No," the Professor said tensely, "Not at all."

The Doctor looked at her in concern before glancing back at the  _Valiant_ , the place where she'd been chained to a wall, beaten, shot…he swallowed hard, hoping the sight of the ship wouldn't create a setback for the little progress she had made.

" _Valiant_ , fire at will!" Mace ordered.

Green beams shot out from the corners of the  _Valiant_ , joining together before firing at the ATMOS factory at the same time as UNIT soldiers set in, attacking the Sontarans on the ground, the aliens quickly overcome.

~8~

Mace ran to the Doctor and Professor as they stood in a hallway of the factory, "East and north secure. Doctor?" he rushed off.

"Donna, hold on," he called into the phone, "We're coming."

"Shouldn't we follow the Colonel?" Martha asked as the Doctor took off down a different hallway.

"Nah, you and me and the Professor, Martha Jones. Just like old times!" he pulled out the sonic and held it in his hand, looking for signals, "Alien technology, this way!" he turned and led them down the hall, down a flight of stairs, to the deserted basement, "No Sontarans down here. They can't resist a battle. Here we go," they headed down the corridor and into a door at the end of it, stepping into a clone lab. The Doctor and Professor ran to a basket where Martha was lying in a white hospital-like gown, unconscious, "Oh, Martha, I'm so sorry."

The Professor put a hand on hers, "Still alive."

The clone behind them pointed a gun at the Doctor but he hardly looked up as the Professor stood and aimed her blaster at the clone in return.

"Are we supposed to be impressed?" she asked the clone, moving around the basket, holding her blaster firm, forcing the clone back, forcing the gun to be turned on her and not the Doctor.

The clone glared, "I've been stopping the nuclear launch all this time."

"Doing exactly what we wanted," the Doctor nodded, looking at the mechanism around Martha's head that was trapping her, "We needed to stop the missiles just as much as the Sontarans. We're not having Earth start an interstellar war. You're a triple agent!"

"When did you know?"

"The moment you answered the phone," the Professor said, "Your voice pattern was off. Confirmed upon sight, reduced iris contraction, thinning of the hair follicles on the left temple...and you smell."

"You might as well have worn a t-shirt saying 'clone,'" the Doctor remarked, "Although, maybe not in front of Captain Jack. You remember him, don't you? 'Cos you've got all her memories. That's why the Sontarans had to protect her, to keep you inside UNIT. Martha Jones is keeping you alive," he yanked off the device from the real Martha's head and she jolted up with a scream just as the clone fell to the ground, clutching her chest, in pain, "It's alright," he hugged her, "It's alright, I'm here, I'm here. I've got you, got you."

"There was this thing, Doctor, this alien, with this head..." Martha spoke frantically.

A mobile rang.

"Oh, blimey I'm busy," he muttered, answering, "Got it?"

"Yes!" Donna shouted, "Now hurry up!"

"Take off the covering," the Professor called, her blaster still trained on the clone should she try anything, "Flick all the blue switches inside up. It'll get the teleport working."

Martha looked over to see the clone sitting on the ground, panting, "Oh, my God. That's me."

~8~

The Doctor was standing by the teleport with the Professor, both working on getting it rigged to teleport to a different location while Martha, wearing the Doctor's coat, sat by her clone. The Professor's gaze kept flicking over to the two of them, watching to make sure Martha was safe.

"Don't touch me!" the clone snapped as Martha reached out to her.

"It's not my fault. The Sontarans created you. But...you had all my memories."

"You've got a brother, sister, mother, and father."

"If you don't help me, they're gonna die."

"You love them."

"Yes. Remember that?"

"The gas!" the Doctor called, "Tell us about the gas."

"They're the enemy!" the clone snapped, glaring at them.

"Then tell me," Martha tried, "It's not just poison, what's it for? Martha, please!"

"Caesofine concentrate. It's one part of Bosteen, two parts Probic 5."

"Clonefeed," the Professor nodded, having guessed that might be the substance, "It's clonefeed."

"What's clonefeed?" Martha frowned.

"Amniotic fluid for Sontarans. They're not invading, they're converting the atmosphere."

"Changing the planet into a clone world," the Doctor agreed, "Earth becomes a great big hatchery. 'Cos the Sontarans are clones, that's how they reproduce. Give 'em a planet this big, they'll create billions of new soldiers. That gas isn't poison, it's food!"

"My heart...it's getting slower," the clone gasped.

"There's nothing I can do," Martha told her sadly.

"In your mind, you've got so many plans. There's so much that you wanna do."

"And I will. Never do tomorrow what you can do today, my mum says. 'Cos..."

"'Cos you never know how long you've got. Martha Jones...all that life…" and with one final breath, she died.

Martha looked at her sadly before pulling her engagement ring off of her clone's finger and slipping it back on.

"Doctor…" Donna called, "Professor! Blue switches done," there was a whoosh and Donna was back, scared, "But they've found me!"

"Now!" the Professor called.

The Doctor aimed the sonic and activated the pod, Donna appearing within it, still clutching her phone. She laughed, running out and pulling them both into a hug, noting that the Professor didn't tense as much as she normally did.

"Have I ever told you how much I hate you?" she glared at them.

"Hold on, hold on," the Doctor pushed her away, "Get off me, get off me! Gotta bring the TARDIS down," he soniced the teleport, "Right, now. Martha, you coming?"

"What about this nuclear launch thing?" Martha frowned as she stepped towards them by the pod.

"Just keep pressing N," he tossed her the PDA, "We want to keep those missiles on the ground."

"But there's...two of them!" Donna gasped, spotting the clone.

"Yeah, long story," he ushered them all into the pod, "Here we go. The old team, back together! Well, the new team."

"We're not going back on that ship!"

"No, no, no. No. We needed to get the teleport working so that we could get to..." they teleported out and into Luke's pod in his quarters, "...here! The Rattigan Academy, owned by..."

Luke stalked towards them, holding a gun, "Don't tell anyone what I did! It wasn't my fault, the Sontarans lied to me, they..."

The Professor stormed forward and grabbed the gun from his hands, quickly disassembling it and tossing the pieces to the side.

"If I see one more gun..." the Doctor shook his head as they both rushed out of the room.

"You know, that coat, sort of works," Donna commented, eyeing Martha as they followed the two of them through the halls.

"Feel like a kid in my dad's clothes," Martha muttered.

Donna laughed.

~8~

The Doctor and Professor ran around the lab, gathering a number of devices and equipment and putting bits of it together, "That's why the Sontarans had to stop the missiles," the Doctor explained as they worked, "They were holding back. Because, caesofine gas is volatile, that's why they had to use you to stop the nuclear attack. Ground-to-air engagement could've sparked off the whole thing."

"What, like set fire to the atmosphere?" Martha frowned.

"Yeah. They need all the gas intact to breed their clone army. And all the time we had Luke here in his dream factory. Planning a little trip, were we?"

"They promised me a new world…" he said quietly.

"You were building equipment, ready to terra-form El Mondo Luko so that humans could live there and breathe the air with this! An atmospheric converter."

The Doctor gathered the device and ran out of the room, out of the building entirely, and onto the front path, setting it down.

"That's London," Donna gasped, looking out at the fog covered city, "You can't even see it. My family's in there."

"If I can get this on the right setting..." he mumbled, trying to fix it. The Professor crouched beside him, moving him over to tweak a few more wires.

"Wait, hold on, you said the atmosphere would ignite," Martha replied.

"Yeah, I did, didn't I?"

He looked at the Professor who nodded and they stepped back. He pressed a button and a flame shot out into the sky, igniting it.

He reached out and grabbed the Professor's hand, squeezing it as he watched, "Please, please, please, please, please, please, please..."

And the fire cleared to reveal a blue sky.

"They're geniuses!" Luke gasped.

"Just brilliant," Martha smiled.

"Now we're in trouble!" the Doctor grabbed the device and ran back inside, the others following. He ran straight back to Luke's quarters and stopped before the teleport pod, "Right, so...Donna, thank you. For everything. Martha, you too. Oh...so many times. Luke, do something clever with your life. Professor…I love you."

"You're saying goodbye," Donna realized.

"Sontarans are never defeated. They'll be getting ready for war. And, well, you know, I've recalibrated this for Sontaran air, so..."

"You're gonna ignite them," Martha breathed.

"You'll kill yourself," Donna shouted.

"Just send that thing up, on its own. I don't know...put it on a delay."

"I can't," he shook his head.

"Why not?" Donna frowned.

"I've got to give them a choice."

"Doctor," the Professor spoke up quietly, more quietly than any of them had heard from her new body, "I apologize."

He frowned, "What for?"

And in one swift movement, she chopped him in the junction where his neck met his shoulder, knocking him out, and grabbing the converter before it fell with her other hand.

"That," she replied, stepping over him and into the pod herself, disappearing, leaving Donna and Martha stunned.

She appeared on the Sontaran ship, "Oh, excellent!" Staal grinned, seeing her.

"General Staal, you know what this is," she replied, setting the device down, "And you know I have no qualms with using it. So I offer you this one chance, go, leave. Sontaran High Command need never know what happened here."

"Your stratagem would be wise if Sontarans feared death. But we do not. At arms!"

"If it saves the Earth, if it saves the Doctor, I'll do it."

"A warrior doesn't talk, he acts!"

"All weapons targeting Earth, sir," another Sontaran reported, "Firing in 20."

"For the glory of Sontar!" he cried, before they all started chanting, "Sontar-ha! Sontar-ha! Sontar-ha!"

"So be it," she grabbed the ignition button...

~8~

Donna sat by the Doctor's side, just managing to rouse him, when Martha looked up to see Luke fiddling with the teleport.

"What are you doing?" she asked.

"Something clever," he replied, pushing a key and teleporting out onto the ship, sending the Professor back.

"Sontar-ha!" the aliens were changing, "Sontar-ha! Sontar-ha! Sontar-ha! Sontar-ha!"

"Sontar?" Luke glared, "Ha!"

He pushed the converter and the ship exploded.

~8~

The Professor appeared in the teleport pod, a brief expression of confusion on her face, before she was pulled into the Doctor's arms and found herself being kissed rather deeply by him before he pulled back and held her tightly to him. He couldn't even be angry at her for the pain in his neck and shoulder, she had only done it because she cared about him.

' _I always care about you,_ ' she told him quietly in his mind, ' _I…I only really feel things...when it's about you._ '

He smiled as he buried his face into her hair, tightening his grip on her. She may not have been able to openly speak of her feelings for him, being far too closed off to do so, nor was she as openly touchy with him as she had been, barely even holding his hand, but she proved that she cared, that she loved him, in other ways, by protecting him, to him her actions spoke volumes. And he realized...she hadn't pushed him away when he'd kissed her. Granted, he'd probably taken her by surprise both times, but...she could have easily pushed him back yet she hadn't.

His grin widened even more.

~8~

Donna stepped into the TARDIS after officially saying goodbye to her family, well, to her grandfather at least, to see Martha there, waiting to say goodbye before she headed out herself.

"How were they?" Martha asked.

"Oh, same old stuff," she wiped away a tear, trying to sound casual, "They're fine. So! You gonna come with us? We're not exactly short of space."

"Oh, I have missed all this, but, you know. I'm good here. Back at home. And I'm better for having been away. Besides," she showed her engagement ring, "Someone needs me. Never mind the Universe, I've got a great big world of my own now!"

She turned and walked towards the door when it suddenly slammed shut and the TARDIS shook wildly, heading off into flight. Everyone clung to whatever they could to keep their balance.

"What?" the Doctor looked around, "What!"

"Doctor, don't you dare!" Martha shouted.

"No, no, no! We didn't touch anything! We're in flight, it's not us!"

"Where are we going?" Donna asked.

"Don't know, it's out of control!"

"Doctor, just listen to me!" Martha yelled, "You take me home, take me home right now!"

But the TARDIS was beyond their control, flying erratically through the Vortex…

To be continued…

* * *

**Notes for the Chapter:**

> I felt a little guilty leaving off with just that hint about a possible Keta kiss...so I gave you two! ^-^
> 
> I LOVED writing The Doctor's Daughter and I hope you enjoy it too. It will be a massive turning point for the Professor, in a good or bad direction, I'm not saying...


	7. The Doctor's Daughter

The small group clung to the console as the TARDIS soared through time and space, violently shaking them every which way as sparks flew.

"What the hell's it doing?" Donna demanded.

"Controls aren't working!" the Professor shouted to the Doctor as they tried to control the rampant machine.

The Doctor tried to pull a lever but ended up falling to the ground beside his hand in a jar, "I don't know where we're going but my old hand's very excited about it!"

"I thought that was just some freaky alien thing!" Donna called, "You telling me it's yours?"

"Well..."

"It got cut off," Martha explained quickly, "He grew a new one!"

"You are completely...impossible!" Donna shouted.

"Not impossible, just...a bit unlikely!" he replied.

The TARDIS made one final jolt and they all fell to the floor with the landing. The Doctor looked at the humans for a moment before catching the Professor's eye and running to the door, trying to beat her to it. But she was too fast, grabbing him and pulling him back, giving him a pointed look before peeking her head out quickly and then nodding, stepping out. They looked around to see they were in some sort of underground tunnel littered with junk and old equipment.

"Why would the TARDIS bring us here?" the Doctor wondered.

"Oh, I love this bit," Martha breathed.

"Thought you wanted to go home," Donna eyed her.

"I know, but all the same...it's that feeling you get..."

"Like you swallowed a hamster?"

A loud noise sounded behind them and they spun around to see soldiers running towards them with guns. The Professor moved to grab her blaster when the Doctor grabbed her hand and held them up with his own.

"Don't move, stay where you are!" one of the soldiers pointed his gun at them, "Drop your weapons."

"We're not armed!" the Doctor raised his hand higher, his body partially blocking the Professor's holster, these men would probably see past the perception filter if they were on the alert for weapons, "We're safe."

"Look at their hands," one of the other soldiers remarked, "They're clean."

"Alright, process them!" the first soldier ordered, "Him first."

Two soldiers darted towards the Doctor and grabbed him, pulling him towards a strange machine, "Oi, oi!" he struggled, "What's wrong with clean hands?"

"What's going on?" Martha asked.

"Leave him alone!" Donna shouted.

' _Kata don't,_ ' he called to her, seeing her reaching for her blaster. Her jaw tensed but she stopped.

His hand was forced into the machine, making him cry out in pain as it whirred, "Something tells me this isn't about to check my blood pressure…ARGH!"

"What're you doing to him?" Donna demanded.

"Everyone gets processed," the first solder replied.

"It's taken a tissue sample," the Doctor called, "Ow, ow, ow, ow, ow, ow! And extrapolated it! Some kind of accelerator?" he looked at the Professor as she eyed the machine.

"It's a progenation machine," she replied as the Doctor's eyes widened.

The machine let him go and he stumbled back, looking at his hand while the girls moved to his side.

"Are you alright?" Martha examined his hand, a large Y-shaped graze on it, as the Doctor and Professor eyed the machine.

"What on Earth?" he breathed as the doors opened, "That's just..."

A young woman with blond hair done up in a tight pony tail stepped out, garbed in a simple green shirt, black pants, and boots, looking around curiously.

"Arm yourself!" a soldier shouted, handing her a weapon which she adeptly assembled.

"Where did she come from?" Martha frowned.

"From me," the Doctor replied.

"From you?" Donna gaped, "How? Who is she?"

"Well...she's...well...she's my daughter…"

The woman looked over at him with a smile on her face, "Hello dad!"

Donna eyed the woman, as she naturally held the gun and stood in front of them, before frowning, "You sure she isn't the Professor's?"

"No…no," the Doctor shook his head, "She's mine."

"Well, it's just…similar, aren't they?"

The Doctor looked at Donna a moment before glancing at the young woman and then the Professor. They were both blond, blue eyed, dressed in clothes they could fight in, hair in a ponytail, both far too comfortable with a gun…

"You primed to take orders, ready to fight?" the first soldier asked the girl as she moved over to them.

"Instant mental download of all strategic and military protocols, sir," she nodded, "Generation 5,000 soldier primed and in peak physical health. Oh, I'm ready."

The Doctor blinked, hearing such military talk, and glanced at the Professor, "Your daughter…must have had some of your skin cells on me or something…she can't be mine…"

The Professor shook her head, "Progenation, reproduction from a single organism. One parent is biological mother and father. A sample of diploid cells are split into haploids, recombined in a different arrangement, and grown. The machine would have malfunctioned and shut down if there had been a different sequence of DNA introduced," and she just couldn't see it...if anything, the woman looked more like his fifth incarnation than her.

"Something's coming!" the young woman shouted.

Sounds of shooting came from down the tunnel as fish-like soldiers ran in.

"It's the Hath!" the first soldier shouted as the humans began to fire, the travelers seeking cover, the Doctor pulling the Professor with him, not about to let her get in the middle of that.

"Get down!" the woman shouted.

"We have to blow the tunnel! Get the detonator!"

"We're not detonating anything!" the Doctor shouted. A Hath grabbed Martha and pulled her away while the young woman kicked another Hath in defense, "Your daughter," he mumbled, watching her fight.

She turned and grabbed the detonator, "Blow that thing, blow the thing!" the soldier ordered her.

"Martha!" he shouted, just seeing her being pulled away, "No! Don't!" he ran forward to try and stop the young woman but she pushed the button, forcing them to all run for cover as the tunnel exploded. The Doctor looked back to see the tunnel blocked by rubble, Martha on the other side, "You've sealed off the tunnel. Why did you do that?"

"They were trying to kill us!" she defended.

"But they've got my friend!"

"Collateral damage. At least you've still got them, he lost both his men, I'd say you came out ahead."

The Doctor looked at the Professor, at the statistics, "Your daughter."

"Her name's Martha," Donna glared at the woman, "And she's not collateral damage, not for anyone! Have you got that, GI Jane?"

"We're gonna find her," the Doctor turned to head back when the first soldier stepped towards them with a gun.

"You're going nowhere. You don't make sense. No guns, no marks, no fight in you…I'm taking you to General Cobb. Now, move."

The Professor simply reached out with her left hand, grabbing the gun and shoving it left while swinging her right fist down on the boy's arm, making him drop the gun. She then flipped it around and ended up aiming it back at him all rather quickly.

"You've got to teach me that," the young woman breathed, impressed.

"Professor…" the Doctor warned carefully.

She glanced at him and then at the boy, "No shoving a gun at us and I'll give this back," she told him, "Understood?"

He nodded, reaching out to take the gun, slinging it over his back, "Should have taken you instead of him," he remarked before turning and leading them through the tunnels, the woman following him before the trio.

"I'm Donna, what's your name?" Donna introduced after a few minutes of walking down the tunnels in silence.

"Don't know, it's not been assigned," the woman replied.

"Well, if you don't know that, what do you know?"

"How to fight."

"Your daughter," the Doctor mumbled to the Professor.

"Nothing else?" Donna frowned.

"The machine embeds military history and tactics," the Professor responded.

"But no name," the Doctor added, "She's a generated anomaly."

"Generated anomaly?" Donna tested out the words, "Jenny-rated. Well what about that? Jenny!"

"Jenny," Jenny smiled, "Yeah, I like that, Jenny."

"What do you think, 'dad?'" Donna joked.

"Good as anything, I suppose," he shrugged.

"Not what you'd call a natural parent, are you?"

"They stole a tissue sample at gunpoint and processed it. It's not what I call natural parentage."

"Rubbish! My friend Nerys fathered twins with a turkey baster, don't bother her."

"You can't extrapolate a relationship from a biological accident."

"Er, Child Support Agency can."

"Look, just 'cos I share certain physiological traits with simian primates doesn't make me a monkey's uncle, does it?"

"I'm not a monkey!" Jenny cut in, "Or a child."

They stepped through a door and entered an encampment, a huge underground room based in what seemed to be a theater.

"So, where are we?" the Doctor looked around, "What planet's this?"

"Messaline," the Professor replied.

"What's left of it," the boy nodded, heading off to get their captain.

"...663: 75 deceased," a loudspeaker announced, "Generation 6671: Extinct. Generation 6672: 46 deceased. Generation 6680: 14 deceased. Generation..."

"But, this is a theater!" Donna looked around.

"Maybe they're doing 'Miss Saigon,'" the Doctor suggested.

"It's like a town, or a city, underground. But why?"

An older soldier walked over with the boy, "General Cobb, I presume?" the Doctor eyed him.

"Found in the western tunnels, I'm told, with no marks," Cobb eyed them, "There was an outbreak of pacifism in the eastern zone, three generations back, before we lost contact, is that where you came from?"

"Eastern zone, that's us, yeah. Yeah. I'm The Doctor, this is the Professor, and this is Donna."

"And I'm Jenny," the girl added.

"Don't think you can infect us with your peacemaking," Cobb glared, "We're committed to the fight, to the very end."

"Well, that's alright, we can't stay anyway," the Doctor agreed, "We've gotta go and find our friend."

"That's not possible, all movement is regulated. We're at war."

"Yes, we noticed. With the Hath. But tell me, 'cos we got a bit out of circulation, eastern zone and all that, so, who exactly are the Hath?"

Cobb turned and led them over to a holographic map, explaining everything they knew, "Back at the dawn of this planet, these ancient halls were carved from the earth."

' _Not as ancient as they think,_ ' the Professor commentated, eyeing the room, ' _It's not old enough to be ancient._ '

The Doctor nodded, keeping that in mind as Cobb continued, "Our ancestors dreamt of a new beginning, a colony where human and Hath could work and live together."

"So what happened?"

"The dream died. Broken, along with Hath promises. They wanted it all for themselves. But those early pioneers, they fought back. They used the machines to produce soldiers instead of colonists and began this battle for survival."

"There's nothing but earth outside, why's that?" Donna asked, "Why build everything underground?"

"The surface is too dangerous," the boy replied.

"Well, then why build windows in the first place? And what does this mean?" she pointed to a series of number stamped on the wall.

"The rites and symbols of our ancestors," Cobb smiled, "The meanings...lost in time."

"How long has the war gone on for?" the Professor asked him.

"Longer than anyone can remember. Countless generations marked only by the dead."

"What, fighting all this time?" Donna frowned.

"Because we must," Jenny replied, "Every child of the machine is born with this knowledge. It's our inheritance, it's all we know. How to fight and how to die."

"Does this show the entire city, including the Hath zones?" the Doctor eyed the map as the Professor turned to it as well.

"Yes," Cobb nodded, "Why?"

"Well, it'll help us find Martha."

"We've more important things to do," the boy cut in, "The progenation machines are powered down for the night shift, but soon as they're active, we could breed a whole platoon from you two. An elite army out of her alone!" he nodded at the Professor.

"I'm not having sons and daughters by some great big flippin' machine!" Donna shouted before looking at Jenny apologetically, "Sorry, no offence but you're not...well, I mean, you're not real."

"You're no better than him!" Jenny glared, "I have a body, I have a mind, I have independent thought, how am I not real? What makes you better than me?"

And the logic.

"Your daughter," the Doctor muttered to the Professor.

"Well said, soldier," Cobb nodded, "We need more like you if ever we're to find the Source."

"Oh, the Source, what's that then, what's a Source? I like a Source, what is it?"

"The Breath of Life."

"And that would be..."

"In the beginning the great one breathed life into the Universe," the boy replied, "And then she looked at what she'd done, and she sighed."

"She?" Jenny grinned, "I like that."

"Right, so it's a creation myth," the Doctor nodded.

"It's not myth," Cobb glared, "It's real. That sigh…from the beginning of time it was caught and kept as the Source. It was lost when the war started. But it's here, somewhere. Whoever holds the Source controls the destiny of the planet."

"Ah!" the Doctor grinned, "I thought so! There's…"

"A suppressed layer of information on the map," the Professor nodded.

"If I can just…" he soniced it and more tunnels appeared.

"What is it, what's it mean?" Donna asked.

"See? A whole complex of tunnels, hidden from sight."

"That must be the lost temple," Cobb pointed to one area, "The source will be inside. You've shown us the way! And look, we're closer than the Hath! It's ours! Tell them to prepare to move out. We'll progenate new soldiers on the morning shift, then we march. Once we reach the Temple, peace will be restored at long last."

"Um, call me old fashioned, but if you really wanted peace couldn't you just stop fighting?" the Doctor eyed him.

"Only when we have the Source. It'll give us the power to erase every stinking Hath from the face of this planet!"

"Hang on, hang on, a second ago it was peace in our time, now you're talking about genocide!"

"For us, that means the same thing."

"Then you need to get yourself a better dictionary. When you do, look up genocide. You'll see a little picture of me and the Professor there and the caption will read 'Over our dead bodies!'"

"And you're the one who showed us the path to victory. But you can consider the irony from your prison cell. Cline, at arms!"

The young man, Cline, pointed his gun at the trio again, making sure to stay far enough away from the Professor that she would not be able to disarm him again.

"Oi, oi, oi!" Donna snapped, "Alright! Cool the beans Rambo!"

"Take them," Cobb ordered, "I won't have them spreading treason. And if you try anything, Doctor, I'll see that your woman," his head jerked at Donna, "Dies first."

"No, we're, we're not a couple," the Doctor sighed.

"I am not his woman!" Donna shouted.

"Come on," Cline gestured with his gun, "This way."

"We're going to stop you, Cobb, the Professor and I," the Doctor told him, "You need to know that."

"I have an army and the breath of god on my side, Doctor, what do you have?" Cobb glared.

"The Professor," he replied calmly, "And trust me, she's sent armies better than yours running at just the mention of her name."

"Lock them up and guard them," Cobb ordered.

"What about the new soldier?" Cline asked as Jenny stepped forward.

Cobb just pushed her towards the Doctor, "Can't trust her, she's from pacifist stock. Take them all!"

~8~

The Doctor, Donna, the Professor, and Jenny were shoved into their cell when Donna noticed numbers there too, "More numbers. They've gotta mean something."

"Makes as much sense as the breath of life story," the Doctor sighed, sitting down on a small cot.

"You mean that's not true?" Jenny frowned as the Professor stood off to the side, leaning against the wall with her arms crossed. The Doctor gave a little smile at that, it was the first time she'd not automatically gone into the 'at ease' position.

"No, it's a myth," Donna sat beside him, "Isn't it?"

"Yes," he replied, "But there could still be something real in that temple, something that's become a myth. A piece of technology, a weapon."

"So the Source could be a weapon and we've just given directions to Captain Nutjob?"

"Oh, yes."

"Not good, is it?"

"That's why we need to get out of here, find Martha, and stop Cobb from slaughtering the Hath," he nodded before noticing Jenny looking at him, "What, what are you...what are you…what are you staring at?"

"You keep insisting you're not a soldier," she smiled, "But look at you! Drawing up strategies like a proper general."

"No, no, I'm trying to stop the fighting."

"Isn't every soldier?"

"Well. I suppose. But that's…that's…technically...I haven't got time for this. Donna give me your phone! Time for an upgrade!"

Donna handed him her phone and he soniced it.

"And now you've got a weapon!" Jenny continued.

"It's not a weapon."

"But you're using it to fight back!" she laughed, "I'm gonna learn so much from you, you are such a soldier!"

"Donna, will you tell her?"

"Oh, you are speechless," Donna laughed, "I'm loving this! You keep on, Jenny!"

"Look…you want a soldier, you've got her," he nodded to the Professor, Jenny looked at her.

"Doctor?" Martha's voice called as she answered her phone.

"Martha!" he breathed, "You're alive!"

"Doctor! Oh, am I glad to hear your voice! Are you alright?"

"I'm with Donna and the Professor, we're fine, what about you?"

"And Jenny, she's fine too!" Donna added.

"Yes, alright," the Doctor sighed, taking a moment to look up to where the Professor was instructing Jenny step-by-step on how she disabled Cline. She'd opened up to the girl faster than he'd seen her new self open up to anyone new.

The Professor caught the stray thought and shook her head. She...couldn't help but open up to the girl, even if just a bit. It was far easier a thing to do, to look upon Jenny as his daughter than it was his son. With Jenny, there was no other woman. With Jenny...she was just...a part of the Doctor. And truly, by that logic, how could she not accept her? And really...she was the Doctor's daughter, but...looking and acting so much like HER...she could almost imagine, for a moment, Jenny was  _theirs_. She shook her head, now was not the time.

"And...and Jenny..." the Doctor muttered, "That's the woman from the machine, the soldier, my daughter, except she isn't, she's...she's...anyway! Where are you?"

"I'm in the Hath camp," Martha replied, "I'm OK, but something's going on. The Hath are all marching off to some place that's appeared on this map thing."

"Oh...that was me. If both armies are heading that way, there's going to be a bloodbath."

"What do you want me to do?"

"Just stay where you are, if you're safe there then don't move, d'you hear?"

"But I can help," the phone beeped, "Doctor? Doctor!" and then went to static as the connection was broken.

He sighed, rubbing his head when they heard cheers echo from the main room, "They're getting ready to move out. We have to get past that guard."

"I can deal with him," Jenny turned away from the demonstration to walk towards the cell door.

"No, no, no, no," the Doctor stood up and pulled her back, "You're not going anywhere."

"What?"

"You belong here, with them."

"She belongs with us," Donna argued, "With you. She's your daughter!"

"She's a soldier!"

"So am I," the Professor countered matter-of-factly.

He looked at her, knowing  _that_  argument had just gone out the window, he'd basically stated she was a soldier as well, "She…she came out of that machine!"

"Oh yes, I know that bit!" Donna rolled her eyes, "Listen, have you got that stethoscope? Give it to me. Come on!" he handed it over.

"What're you doing?" Jenny eyed her.

"It's alright," she put the scope over her ears, "Just hold still," and placed it on Jenny's chest, first her left side, then the right, before looking at the Doctor, "Come here. Listen. And then tell me where she belongs," she handed him the scope, waiting till he put it in his ears before placing it on her chest, allowing him to hear a heart beating on both sides.

He stepped back and stared at Jenny in shock, "Two hearts…"

The Professor could only watch on, she'd scanned the woman during the demonstration, she knew about the two hearts as well.

"Exactly," Donna nodded.

"What's going on?" Jenny frowned.

"Does that mean she's a...what do you call a female Time Lord?"

"Time Lady," the Professor replied.

"What's a Time Lord?" Jenny frowned.

"It's who I am," the Doctor said, "It's who we are," he took the Professor's hand, not even noticing how she let him, how she didn't even tense at the action, "It's where we're from."

"And I'm from you."

"You're an echo, that's all."

The Professor eyed Jenny a moment. The machine was encoded for human DNA, when the Doctor introduced his own, it created a hybrid of sorts. More like a human but with certain aspects of Time Lord biology. Two hearts, respiratory bypass system, higher tolerance for extremes and illness…but that was about it. She wouldn't regenerate. She truly was an echo.

And for some reason it... _hurt..._ to know that.

"A Time Lord is so much more," the Doctor continued, "A sum of knowledge. A code. A shared history. A shared suffering," he paused, "Only it's gone now. All of it. Gone forever."

"What happened?" Jenny frowned.

"There was a war."

"Like this one?"

He scoffed, "Bigger. Much bigger."

"And you fought? And killed? The two of you?"

"Yes," he said darkly.

"So many," the Professor stated quietly.

"Then how are we different?" Jenny shook her head.

"We're not," the Professor cut in, "But  _you_  will be," she looked at Jenny, "Because I won't let it infect you too."

"Let what infect me?" she frowned.

The Professor didn't answer.

~8~

Jenny moved over to the cell door where Cline was guarding them, "Hey."

"I'm not supposed to talk to you, I'm on duty," he replied.

"I know. Guarding me. So does that mean I'm dangerous? Or that I need protecting?"

"Protecting from what?"

"Oh, I don't know. Men like you?" she pulled him closer for a kiss and grabbed the gun right off him, holding it to his gut, "Keep quiet and open the door."

"I'd like to see you try that," Donna joked at the Professor as they stood against the wall by the door.

"Don't get any ideas," the Doctor glared at her, mock warningly. She would  _not_  be kissing anyone else for  _any_  reason if he had anything to say about it.

"As a diversion tactic, it does work though," the Professor commented almost…lightly, nudging him slightly as she moved to help Jenny restrain the boy.

The Doctor had to blink after a moment...she'd just made a bit of a joke.

~8~

They walked down the stairs of a tunnel, but stopped when they spotted another guard.

"That's the way out," the Doctor muttered. Jenny cocked the gun she'd taken from Cline but the Doctor stopped her, "Don't you dare!" he turned to the Professor, "Your daughter."

"Let me distract this one," Donna stepped down, "I have picked up a few womanly wiles over the years."

"Let's...save your wiles for later. In case of emergency," he reached into his pocket and pulled out a windup mouse to distract the guard. He stepped past them, looking at the mouse, when Jenny moved behind him and chopped him between the shoulder and neck, "I was gonna distract him, not clobber him!"

"Well, it worked, didn't it?" she countered.

"Your daughter!" he pointed at the Professor, "She is  _just_  like you!"

The Professor just looked at Jenny, "You chop him ONCE and he'll never let you forget it."

Jenny smiled at that, inwardly very pleased to be constantly compared to the woman before her. She was strong, beautiful, brave…the perfect soldier if she ever saw one. To her, being seen as 'just like her' was an outstanding compliment.

"They must all have a copy of that new map," the Doctor knelt down to search the guard, "Just stay there, don't hurt anyone, either of you."

~8~

The Doctor looked at the map as they wandered through the tunnels, "Wait! This is it. The hidden tunnel. There must be a control panel…" he turned and soniced the wall beside the locked door, the Professor keeping a lookout down the tunnel.

"It's another one of those numbers," Donna frowned, spotting another stamp, "They're everywhere."

"The original builders must've left them. Some old cataloguing system."

"You got a pen? Bit of paper? 'Cos, d'you see, the numbers are counting down," Donna remarked, taking the paper from him and jotting them down, "This one ends in 1-4, the prison cell said 1-6."

"Always thinking, the lot of you," Jenny eyed them, "Who are you people?"

"I told you," the Doctor muttered, "I'm the Doctor, she's the Professor."

"The Doctor and Professor? That's it?"

"That's all they ever say," Donna sighed.

"So, you don't have names either?" Jenny eyed the two, "Are you anomalies too?"

"No," the Doctor replied.

"Oh, come off it!" Donna laughed, "You're the most anomalous bloke I've ever met!"

He pulled off a cover of the control panel, "Here it is!"

"And Time Lords, what are they for exactly?" Jenny asked.

"'For?' They're not...they're not 'for' anything."

"So what do you do?"

"We travel. Through time and space."

"They save planets," Donna told her, "Rescue civilizations, defeat terrible creatures, and run…a lot. Seriously, there's an outrageous amount of running involved."

The door slid open, "Got it!" he cheered.

"Squad 5, with me!" Cobb called from down the hall.

"Doctor…" the Professor turned around and nodded.

"Now, what were you saying about running?" the Doctor grinned as they ran through the door, only to stop by a set of red, crisscrossing beams in the tunnel before them, blocking the way.

"That's not mood lighting, is it?" Donna frowned. The Doctor tossed the clockwork mouse into the lights and it disintegrated, "No, I didn't think so."

"Arming device," the Professor nodded. The Doctor turned to fiddle with the controls while she kept a lookout again.

"There's more of these!" Donna jotted down another set of numbers, "Always eight numbers, counting down, the closer we get..."

"Here we go!" the Doctor grinned.

"You better be quick!"

"The general!" Jenny gasped, hearing the soldiers approaching.

She moved to run back when the Doctor caught her, "Where are you going?"

"I can hold them up."

"No, we don't need any more dead."

"But it's them or us."

"It doesn't mean you have to kill them!"

"I'm trying to save your life! I'm sorry but we don't have a choice!"

"We always have a choice."

"She won't kill them," the Professor replied, "I'll make sure of that."

Jenny nodded at her and ran off, the Professor readying her blaster and running after her, ignoring the Doctor calling her.

"This door!" the soldiers shouted, "Now!" and then they caught sight of the two, "There she is! At arms!"

Jenny and the Professor opened fire on the soldiers.

~8~

The Doctor looked up, hearing the shots, "I told you."

"She's trying to help," Donna countered.

"She's nothing but a soldier."

Donna hesitated a moment, "So is the Professor."

He looked up at her, startled, but swallowed hard, conceding, "Jenny! Professor! Come on!"

~8~

Jenny looked back, hearing the Doctor call out, "Coming!"

"Cease fire!" Cobb ordered, "Cease fire!"

~8~

"That's it!" Donna cheered as the Doctor turned off the beams.

"Jenny! Professor!" he shouted, "Leave it! Let's go!"

They turned and ran through the corridor.

~8~

Cobb walked forward when the Professor aimed her blaster at him, making him stop, "You're a child of the machine," he began, looking at Jenny, "You're on my side. And you…" he glanced at the Professor, "You have the heart of a soldier. Join us! Join us in the war against the Hath. It's in your blood, don't deny it. Either of you."

Jenny took aim but glanced at the few men lying dead on the floor and then over at the hard, nearly haunted, look in the woman she was coming to see as a mother's eyes. She was right. She had made sure Jenny didn't kill anyone, by killing them herself first.

She blinked and shot at a pipeline above Cobb's head, creating a cloud of steam to block their view. She nodded at the woman and they ran back to the hall where the Doctor and Donna were at the other end.

"Professor!" the Doctor breathed in relief, "Jenny! Come on! That's it!"

"Hurry up!" Donna called.

But just as they reached the corridor the red beams appeared again.

"No, no, no, no! The circuit's looped back!"

"Zap it back again!"

"The controls are back there!"

"They're coming!" Jenny glanced back.

"It'll take too long to rewire them again," the Professor glanced at the device.

"Wait!" the Doctor called, "Just...there isn't...Jenny…Professor I can't!"

"We'll have to manage on our own," the Professor commented, looking at Jenny, "Remember my demonstration?" Jenny frowned, curious, but nodded, "Do as I do," and she stepped back before running at the beams and turning to back flip though them.

Jenny grinned, "Watch and learn, father!" she shouted, following in her mother's footsteps and flipping just as easily through the beams after her.

"No way!" Donna gaped, "But that's impossible!"

"Not impossible," the Doctor laughed, already knowing the Professor could do something like that, but to see Jenny pick it up so easily…"Just a bit unlikely!" he pulled the Professor into a hug, "Brilliant!" and then did the same to Jenny, "You were brilliant! Brilliant!" he looked back at the Professor, "Your daughter, completely yours."

"I didn't kill him," Jenny added, "General Cobb, I could have kill him, but I didn't. You were right. I had a choice."

The soldiers arrived at the other end of the corridor, taking aim. The Doctor ushered Jenny and Donna ahead as they turned to face Cobb.

"At arms!" Cobb ordered.

"We warned you, Cobb," the Doctor called, "If the Source is a weapon, we're gonna make sure you never use it."

"One of us is gonna die today and it won't be me," he opened fire but the two ran off.

~8~

"So, you travel together, but you're not...'together?'" Jenny asked Donna as they walked down the hallway. She really wanted to think of the Professor as her father's beloved, her mother, but she wanted to be sure.

"What?" Donna seemed to almost gag, "No, no! No way! No, no. We're friends. That's all. I mean, we're not even the same species, there's probably laws against it," Jenny laughed, "And anyway, he calls the Professor his wife, though I think they're still engaged so to speak."

"And what's it like, the travelling?"

"Ah, never a dull moment. Can be terrifying, brilliant, and funny, sometimes all at the same time. I've seen some amazing things though. Whole new worlds."

"Oh, I'd love to see new worlds."

"You will. Won't she?"

"Hm?" the Doctor looked back.

"D'you think Jenny will see any new worlds?"

The Doctor gave a small smile, "I suppose so."

"You mean...you mean, you'll take me with you?" Jenny's eyes widened.

He gave a pause, considering if it was the right thing to do, but when he glanced at the Professor, seeing an actual small smile on her face and not just a twitch of the mouth, he knew it was right, "We can't leave you here, can we?"

Jenny hugged him tightly, "Oh, thank you, thank you, thank you! Come on! Let's get a move on!" she ran ahead.

"Careful, there might be traps!"

"Kids!" Donna laughed as they walked on, "They never listen!" she looked over to see the Doctor looking a bit troubled, "Oh, I know that look. See it a lot round our way. Blokes with pushchairs and frowns. You've got dad-shock."

"Dad-shock?"

"Sudden, unexpected fatherhood. Take a bit of getting used to."

"No, it's not that."

"Well, what is it then? Having Jenny in the TARDIS is that it? What's she gonna do, cramp your style? Like you've got a sports car and she's gonna turn it into a people-carrier?"

"Donna, I've been a father before."

"What? You and the Professor have had…"

"No," the Professor cut in quickly, tensing.

The Doctor winced. He loved his son dearly…the granddaughter he had given him even more (she had, thankfully, been  _nothing_  like her father or grandmother)…but the boy's mother though…well, he'd already admitted to himself that it was a rather large mistake on his part.

"I lost all that a long time ago," he continued, "Along with everything else."

"I'm sorry," Donna said quietly, "I didn't know. Why didn't you tell me? You talk all the time, but you don't say anything."

"I know. I'm just...when I look at her now I can see them. The hole they left, all the pain that filled it," he swallowed hard, recalling how Susan had sensed the call the Time Lords had put out for their people to return for the war. She'd come back...he'd felt her return on the planet, but...he'd also felt her die, felt his son die, "I just don't know if I can face that every day."

"It won't stay like that. She'll help you. We both will."

"But when they died, that part of me died with them. It'll never come back. Not now."

"I tell you something, Doctor, something I've never told you before. I think you're wrong."

"You damn well  _will_  face her everyday," the Professor said, particularly vehement, actually shocking the Doctor with the force and emotion of it, "I had to face you and Mayra more than 200 years. You can face her however long she wants to stay."

The Doctor blinked, that was the most emotion he'd heard from this version of her, ever. It was surprising to hear so much revealed in so few words from someone normally so closed off. It appeared Jenny had struck a nerve within her.

He nodded, understanding her pain, "I'll try."

She nodded stiffly and turned back around to continue when gunshots reached them.

"They've blasted through the beams mum," Jenny called to the Professor, whose eyes widened at the word, jogging over to them and looking at the Doctor, "Time to run again. Love the running! Yeah?"

He smiled a bit, "Love the running."

And then they were off again, only to come upon a dead end, "We're trapped," Donna frowned.

"Can't be," the Doctor looked at the map, "This must be the temple," he touched a panel of the wall, "This is a door."

"And again!" Donna noticed yet another set of numbers, "We're down to 1-2 now..."

"I've got it!"

"We can hear them!" Jenny called from where she and the Professor were keeping watch.

"Nearly done."

"These can't be a cataloguing system…" Donna muttered.

"They're getting closer!" Jenny added.

"Then get back here!" the Doctor replied.

"They're too similar," Donna frowned, "Too familiar."

"Not yet," Jenny called.

"Now!" he shouted as the door opened, "Got it!"

They ran through and into the 'temple,' which looked oddly like some sort of engine room.

"They're coming!" Jenny called, "Close the door!" the Doctor pushed some keys and the door slid shut, "Oh, that was close!"

"No fun otherwise!" he grinned.

"It's not what I'd call a temple..." Donna looked around.

"It looks more like..." Jenny trailed.

"Fusion-drive transport," the Professor replied.

"It's a spaceship!" the Doctor realized.

"What, the original one?" Donna asked, "The one the first colonists arrived in?"

"Well, it could be, but the power cells would have run down after all that time. This one's still powered up and functioning. Come on!"

They ran down the hall to see someone cutting through another door, "It's the Hath!" Jenny said, "That door's not gonna last much longer. And if General Cobb gets through down there, war's gonna break out."

"Look, look, look, look, look!" the Doctor ran over to a terminal, "Ship's log! 'First wave of Human/Hath co-colonization of planet Messaline.'"

"So it  _is_  the original ship?"

"What happened?" Donna asked.

"'Phase one, construction,'" he read from the screen, "They used robot drones to build the city."

"But, does it mention the war?"

The Doctor scrolled down, "Final entry...'Mission commander dead. Still no agreement on who should assume leadership. Hath and humans have divided into factions.' That must be it! A power vacuum. The crew divided into two factions and turned on each other. Start using the progenation machines and suddenly you've got two armies fighting a never ending war!"

"Two armies who are now both outside," Jenny reminded them.

"Look at that," Donna pointed to the screen, displaying a set of numbers like the ones on the walls.

"It's like the numbers in the tunnels," the Doctor nodded.

"No, no, no, no, but listen...I spent six months working as a temp in Hounslow Library and I mastered the Dewey Decimal System in two days flat. I'm good with numbers! It's staring us in the face!"

"What is?" Jenny shook her head.

"It's the date! Assuming the first two numbers are some big old space date, then you've got year, month, day. It's the other way round, like it is in America!"

"The New Byzantine Calendar," the Professor nodded.

"The codes are completion dates for each section. They finish it, they stamp the date on! So the numbers aren't counting down, they're going out, from here, day by day, as the city got built."

"Yes!" the Doctor cheered, "Oh, good work, Donna!"

"Yeah! But you're…you're still not getting it. The first number I saw back there, was 6012-07-17. Well, look at the date today!"

"07-24," the Professor stated.

"No!" the Doctor gasped.

"What does it mean?" Jenny looked between the three of them.

"Seven days."

"That's it!" Donna nodded, "Seven days!"

"Just seven days?"

"What d'you mean, 'seven days?'" Jenny asked.

"Seven days since war broke out," the Professor told her.

"This war started seven days ago!" Donna agreed, "Just a week! A week!"

"They said years!" Jenny argued.

"No. They said generations. And if they're all like you, and they're products of those machines…"

"They could have 20 generations in a day!" the Doctor replied, "Each generation gets killed in the war, passes on the legend! Oh! Donna, you're a genius!"

"But all the buildings, the encampments, they're in ruins," Jenny shook her head.

"No, they're not ruined, they're just empty! Waiting to be populated! Oh, they've mythologized their entire history! The Source must be part of that too. Come on!"

They ran down another corridor and around a corner, running straight into Martha.

"Doctor!" she gasped, "Professor!"

"Martha!" he hugged her, "I should've known you wouldn't stay away from the excitement!" she quickly hugged the Professor too, not even minding that she didn't receive a hug back she was so relieved to see them again.

"Donna!" she ran over and hugged Donna as well.

"Oh, you're filthy, what happened?" Donna eyed her.

"I, er, took the surface route."

Voices of soldiers drifted down to them.

"That's the general!" the Doctor looked around, "We haven't got much time."

"We don't even know what we're looking for!" Donna replied.

"Is it me, or can you smell flowers?" Martha scrunched her nose.

"Yes!" the Doctor shouted.

"Bougainvillea," the Professor confirmed.

"I say we follow our nose!" the Doctor grinned, leading them down the hall and into what looked like a large greenhouse, filled with palms and exotic plants and flowers, "Oh, yes! Yes! Isn't this brilliant?"

In the middle of it all was a small orb on a pedestal, shining gasses swirling inside it.

"Is that the Source?" Donna pointed.

"It's beautiful," Jenny breathed.

"What is it?" Martha eyed it.

"Terra-forming," the Professor identified, "It's a third generation terra-forming device."

"So why are we suddenly in Kew Gardens?" Donna asked.

"Because that's what it does," the Doctor explained, "All this, only bigger. Much bigger! It's in a transit state. Producing all this must help keep it stable before they finally..." he was cut off as the Hath and humans appeared on opposite sides of them, cocking their guns as soon as they spotted the other, "Stop! Hold your fire!"

"What is this?" Cobb glared, "Some kind of trap?"

"You said you wanted this war over."

"I want this war won."

"You can't win. No one can. You don't even know why you're here. Your whole history, it's just Chinese whispers. Getting more distorted the more it's passed on," he pointed at the sphere, "This is the Source. This is what you're fighting over. A device to rejuvenate a planet's ecosystem. It's nothing mystical. It's from a laboratory, not some creator. It's a bubble of gases. A cocktail of stuff for accelerated evolution."

"Methane, hydrogen, ammonia, amino acids, proteins, nucleic acids," the Professor listed, "Used to make barren planets habitable."

"Look around you!" the Doctor continued, "It's not for killing, it's for bringing life. If you allow it, it can lift you out of these dark tunnels and into the bright, bright sunlight! No more fighting. No more killing," he lifted up the sphere, "I'm the Doctor and I declare this war is over!" and threw it on the ground, shattering it. The gasses escaped and flew into the air, shining gold and green as it spread out. The human and Hath slowly lowered their guns, in awe.

"What's happening?" Jenny asked.

"The gases will escape and trigger the terra-forming process," the Professor replied.

"What does that mean?"

"It means a new world," the Doctor smiled at her.

Jenny laughed with delight and looked at her father, only to spot Cobb behind him, lifting his gun to shoot…

"No!" she cried, stepping in front of him. The bullet meant for the Doctor hit her instead. She fell back, into his arms, as the humans grabbed Cobb and shoved him down, taking his gun.

"Jenny?" the Doctor gasped, "Jenny! Talk to me, Jenny!" he sat down, holding Jenny in his lap as Martha rushed over to check her pulse and wound. Donna knelt down beside her.

The Professor stood, watching, her face warring with repressing her shock as she shook with growing anger. She had been shot in the chest before, she knew the pain Jenny was in at that very moment. Her head turned to the side, eyes narrowing at Cobb.

"Is she gonna be alright?" Donna asked softly. Martha could only shake her head.

"A new world," Jenny whispered, watching the gasses, "It's beautiful…"

"Jenny?" he smiled at her, "Be strong, now. You need to hold on. D'you hear me? We've got things to do, you and me and the Professor. Hey? Hey? We can go anywhere. Everywhere. You choose."

"That sounds good," she smiled.

"Come on Jenny, we've only just got started. You're gonna be great. You're gonna be more than great. You're gonna be amazing! Just like your mum."

The Professor closed her eyes a moment, Jenny was as much a soldier as her, as willing to step in the path of danger to protect those she loved, and now the girl was dying just like her as well. She hadn't been able to protect her...

"You hear me?" the Doctor continued, "Jenny?" Jenny could only close her eyes, a soft smile on her face as she died.

The Doctor kissed her forehead in despair before looking up at Martha, "Two hearts! Two hearts, she's like me. If we wait...if we just wait..."

"There's no sign, Doctor," Martha said softly, "There is no regeneration. She's like you, but...maybe not enough."

The Professor's eyes snapped open.

"No. Too much. That's the truth of it. She was too much like…" he looked down at the girl in his arms, remembering how the Professor had faced the Sontarans to save him, when he heard a whirring sound of a blaster charging to full power.

He looked over to see the Professor storm towards Cobb, aiming her blaster at him. Everyone tensed, waiting to see what she would do, all knowing she was  _more_  than capable of firing without so much as a thought.

"Killing…" she began, a soft almost unnoticeable tremble in her voice that spoke of her fury, her finger shaking over the trigger, "It infects you. And once it does you're never rid of it, and it will spread to the point where you're desensitized to the idea and the sight of it..." she aimed at Cobb's forehead, "Like me…" the man closed his eyes, awaiting his fate.

But then…

She lowered her weapon.

She crouched before Cobb, looking him dead in the eye, "I will  _not_. Have you got that? I have a choice and I will  _not_."

She could have. It would have been so easy. She wouldn't have cared one way or the other if the man drew his last breath at her hand, she wouldn't have lost sleep over it.

But…that was just it, wasn't it? Jenny had reminded her, she  _did_  have a choice. She had gone from being so scared to so unfeeling that it had almost been a relief, to  _not_  be scared, to  _not_ be weak, to be  _strong_  and  _brave_  and…feared. To  _be_  the one that others feared instead.

She didn't  _want_  to be that though. She didn't want to be the warrior the Sontarans half-worshipped. She didn't want to be the dark monster that gave nightmares to the children of the higher species…she had spent so much of her life feeling like she wasn't worthy of anything, that she wasn't good enough. She'd striven so hard to be good enough for the Doctor, to be deserving of the love he felt for her. If she killed Cobb now…she would never be. She wanted vengeance for Jenny, but she was the  _Doctor's_  daughter, she wouldn't have wanted that any more than the Doctor would.

She stood up and looked at the two warring sides, "When you start this new world. This world of Human and Hath...remember that! Make the foundation of this society a choice. Make it the right one!"

And with that she turned and strode off, unable to comfort the Doctor because…deep down…she was breaking as well.

~8~

Jenny was laid on a table in the theater of what had been the human encampment, the Doctor, Professor, and Donna on one side, Martha, Cline, and a Hath on the other. Suddenly beams of light shown through the window and onto Jenny's face.

"It's happening," Martha commented, "The terra-forming."

"Build a city nice and safe underground," Donna sighed, "Strip away the top soil. And there it is," she looked down, "And what about Jenny?"

"Let us give her a proper ceremony," Cline looked at the Doctor and Professor, "I think it'd help us. Please."

The Doctor could only nod his approval, his hand nearly white as it clutched the Professor's.

~8~

The small group stood in the TARDIS, "Jenny was the reason for the TARDIS bringing us here," the Doctor explained, "It just got here too soon, which then created Jenny in the first place. Paradox. An endless paradox," he looked at them, "Time to go home?"

"Yeah," Martha nodded, "Home."

He nodded, pulling controls with the Professor, lacking his usual enthusiasm, but casting concerned glances as the Professor, who seemed even more closed off. She had become just that bit more open during their last adventure with the Sontarans and Jenny…but now…he feared she had been set back once more…

~8~

Donna and Martha walked down the road towards Martha's house, the Professor and Doctor behind them, "You sure about this?" Donna asked her.

"Yeah, positive. I can't do this any more. You'll be the same one day."

"Not me. Never! How could I ever go back to normal life after seeing all this?" she looked back at them, "I'm gonna travel with them forever," she hugged Martha tightly.

"Good luck."

"And you," she turned and walked back to the TARDIS, leaving the three with a bit of privacy.

"We're making a habit of this," the Doctor remarked.

"Yeah, and you'd think it'd get easier," she looked at he Doctor, "All those things you've been ready to die for. I thought for a moment there you'd finally found something else worth living for. The both of you."

"Oh...there's always something worth living for Martha," he replied, hugging her.

"Bye, Doctor."

"Goodbye. Dr. Jones."

She turned to the Professor, hesitating a moment before hugging the girl, "Bye Professor."

While the Professor still didn't hug her back, she did offer her one comfort, "Goodbye Martha."

Martha smiled.

~8~

The Doctor stopped short in the console room that night, stunned, as he saw the Professor sitting in the doorway of the TARDIS, looking out at the stars.

"You haven't done this in a while," he commented, sitting beside her, "What's wrong?"

"Nothing," she replied.

"You're lying."

"Am I?"

He nodded, "No matter what regeneration two things have always stuck. Your fear of heights and this, looking at the stars when you're upset."

He kept quiet after that, knowing to wait for her to open up first, especially with something big enough to have her looking at the stars once more.

Quite a few minutes had gone by before she spoke, "I always wanted to be a mother," she admitted, something he admittedly already knew, "What's more, I always wanted to be the mother of your children," he blinked, true to her new persona, it was a very blunt statement. He hadn't quiet known  _that_ , though he realized, he should have guessed it with how long they had both apparently loved each other, "Seeing Jenny… _your_  daughter…having her treat me like a mother…me…feeling for her as though she  _were_  my daughter as well…" she swallowed, struggling with expressing herself, "Losing her…"

He pulled her into a tight hug. She didn't have to say any more than that. He felt a small stirring of guilt in his hearts for her pain. He had pushed Jenny away intentionally, pushed her towards the Professor in the hopes the girl could help her open up just a bit more. He hadn't thought for a moment that Jenny wouldn't survive and be travelling around with them in the end...

But, despite the tragedy, it seemed Jenny  _had_  managed to help the Professor, because, a moment later...

She hugged him back.

* * *

**Notes for the Chapter:**

> And we have a breakthrough! YES!
> 
> I know there was some debate after the episode aired about whether Jenny semi-regenerated or if it was an aftereffect of the terra-forming, for this story, unfortunately, it's the second theory :(
> 
> And here we see one of two reasons why I made the Professor blonde for this story. I was thinking of another 'soldier' in the Doctor's life (Jenny) when I was wondering what would happen to the Professor during Last of the Time Lords. I thought it would be funny to have Donna commenting on how similar they are that Jenny should be the Professor's daughter and not the Doctor's. It also created a way/reason for her to open up more.


	8. The Unicorn and the Wasp

The TARDIS materialized in the garden of an English manor house, the Doctor and Donna stepping out after the Professor had quickly seen to it that it was safe.

"Oh, smell that air," the Doctor inhaled as the Professor glanced around more, "Grass and lemonade and a little bit of mint. Just a hint of mint, must be the 1920s."

"You can tell what year it is just by smelling?" Donna eyed him.

"Oh yeah."

Donna smirked, "Or maybe that vintage car coming up the drive gave it away."

"I can pinpoint the date," the Professor stated, "He just reads it off me half the time. It's 1926, December the 8th."

They crept forward and leaned around the side of the house to watch a smartly dressed man step out of the car while a butler walked over to him with a footman, "The professor's luggage, Richard. Step lively," he turned to the man from the car, "Good afternoon, professor Peach."

"Hello, Greeves, old man," Peach greeted when a bicycle bell dinged, "Ah, reverend."

"Professor Peach," the reverend called as he rode his bike up to them, "Beautiful day," he dismounted, "Lord's in His Heaven, all's right with the world."

"Reverend Golightly," Greeves nodded, "The Lady Eddison requests that you make yourselves comfortable in your rooms. Cocktails will be served on the lawn from half past four."

"You go on up," Peach waved the reverend off, "I need to check something in the library."

"Oh?" the reverend eyed him.

"Alone."

"It's supposed to be a party. All this work will be the death of you," he called back as they entered the house.

"Never mind Planet Zog," Donna grinned, "A party in the 1920s, that's more like it."

"The trouble is, we haven't been invited," the Doctor sighed, reaching into his pocket, "Oh, I forgot…" he pulled out the psychic paper, "Yes, we have."

"Front door approach," the Professor remarked.

He could only laugh at that.

~8~

The Doctor stood outside the TARDIS and knocked on the door, "We'll be late for cocktails!"

The door opened and Donna stepped out in a black flapper dress, "What do you think? Flapper or slapper?"

"Flapper," he smiled, "You look lovely. Where's the Professor?"

"Oi!" Donna shouted back into the TARDIS, "Get your butt out here or I'll drag you out, blaster or no!"

A moment later the Professor stepped out, looking rather irritated to be dressed in a grayish blue t-shirt-like dress that went down to her knees with a unreasonably large bow that tied in the front around the bottom of it, high heels, and a cap on her head, her hair down.

"I look ridiculous," she stated.

"You look beautiful," the Doctor countered, giving her a quick kiss. He beamed as he pulled away having felt her return it just a bit.

He held out his arms to the two women. Donna linked her arm through his while the Professor eyed it a moment, but eventually took it as well, standing slightly stiffly as they walked out to join the party on the lawn. There were tables set up across it with servants rushing around to finish setting up the food and drinks while soft music played out of a record player.

"Look sharp!" a maid shouted, "We have guests."

"Good afternoon!" the Doctor called as the three of them walked over.

"Drink, sir?" a footman walked up, "Madams?"

"Sidecar, please," Donna asked.

"And a lime and soda, thank you," the Doctor requested.

"Water," the Professor replied. The man nodded and headed off to get their orders.

"May I introduce Lady Clemency Eddison," Greeves announced.

A petite blond woman arrived, fashionably dressed in a blue outfit.

"Lady Eddison!" the Doctor greeted her like an old friend, shaking her hand.

"Excuse me, but who exactly might you be…and what are you doing here?" Eddison asked.

"I'm the Doctor, this is Katherine Stewart, my fiancé, and our friend Miss Donna Noble…of the Chiswick Nobles."

"Good afternoon, my lady," Donna greeted, trying to sound posh as she curtseyed, "Topping day, what? Spiffing! Top hole!"

"No, no, no, no, no," the Doctor whispered, "Don't do that. Don't," he held up the psychic paper to Eddison, "We were thrilled to receive your invitation, my lady. We met at the ambassador's reception."

"Doctor, Katherine, how could I forget you?" Eddison smiled at them, "But one must be sure with the Unicorn on the loose."

"A unicorn? Brilliant. Where?"

" _The_  Unicorn," the Professor corrected, "The jewel thief."

Eddison nodded, "Nobody knows who he is. He's just struck again. Snatched Lady Babbington's pearls right from under her nose."

"Funny place to wear pearls," Donna murmured, taking her drink from the footman as he brought them over.

"May I announce the Colonel Hugh Curbishley, the Honorable Roger Curbishley," Greeves called as a younger man pushed an older one in a wheelchair.

"My husband," Eddison introduced, "And my son."

"Forgive me for not rising," Hugh sighed, "Never been the same since the flu epidemic back in '18."

"My word!" Roger turned to Donna, "You are a super lady!"

"Oh!" Donna grinned, "I like the cut of your jib. Chin-chin."

"I'm the Doctor," he shook Roger's hand, "And this is my fiancé, Katherine."

"How do you do?" Roger smiled, shaking their hands though the Professor seemed reluctant to do so.

"Very well, thanks," the Doctor couldn't help but smile as well. It seemed the only person the Professor was really comfortable coming into physical contact with now was himself. But he was also rather proud of her, he knew she didn't want to take the man's hand, even in greeting, but she was making an effort to push past her stiff persona, fighting back against the regeneration. That was all he could ask for.

"Your usual, sir," the footman stepped over to Roger with a drink.

"Ah, thank you, Davenport," Roger smiled, taking it, "Just how I like it."

"How come she's an Eddison but her husband and son are Curbishleys?" Donna asked them quietly.

"The Eddison title descends through her," the Professor replied, nodding at Eddison.

"One day Roger will be a lord," the Doctor agreed.

"Miss Robina Redmond!" Greeves announced while a young, dark haired woman in a red dress approached.

"She's the absolute hit of the social season," Eddison nearly squealed, "A must. Miss Redmond!"

"Spiffing to meet you at last, my lady," Robina greeted.

"Reverend Arnold Golightly," Greeves called.

"Ah, reverend!" Eddison turned to him concerned, "How are you? I heard about the church last Thursday night, those ruffians breaking in."

"You apprehended them, I hear," Hugh added.

"As the Christian fathers taught me, we must forgive them their trespasses," the reverend replied, "Quite literally."

"Some of these young boys deserve a decent thrashing," Roger agreed.

"Couldn't agree more, sir," Davenport gave him a look, Roger cleared his throat.

"Typical," Donna sighed as they watched from the side, "All the decent men are on the other bus."

"Or Time Lords," the Professor added. Her eyes widened a bit at that slip.

The Doctor looked at her, stunned. For a moment there she'd almost sounded like herself, what he imagined she'd sound like beyond the harsh unfeeling shell this regeneration had forced on her. He blinked, especially seeing her cheeks just a hint pink, before her face became stoic once again.

"Now my lady, what about this special guest you promised us?" the reverend continued, drawing his attention back to the group.

"Here she is," Eddison grinned at a blond woman walking down the lawn towards them, seeming uncomfortable with the applause the group was giving her, "A lady who needs no introduction."

"Oh, no," the woman tried to wave them off, "Please don't. Thank you, Lady Eddison. Honestly, there's no need," she moved over to Donna, shaking her hand, "Agatha Christie."

"What about her?" Donna asked.

"That's her," the Professor replied.

"No!" Donna gasped, looking between the Professor and Agatha, "You're kidding!"

"Agatha Christie!" the Doctor beamed, shaking her hand eagerly, "I was just talking about you the other day. I said, 'I bet she's brilliant.' I'm the Doctor, this is Katherine, and this is Donna. Oh, I love your stuff! What a mind! You fool me every time. Well…almost every time. Well…once or twice. Well…once. But it was a good once!" he laughed, excitedly putting his arm around the Professor.

"You make a rather unusual couple," Agatha commented, eyeing the exuberant man and the rather rigid woman.

"Oh, no, no, no, no," he shook his head, pointing at Donna, "We're not married."

"We're not a couple," Donna agreed.

"I was actually speaking of you two," she gestured at the Professor and the Doctor.

"Oh!" his eyes widened, "Yes, this is my fiancé."

"Well, obviously," she smiled, "No wedding ring yet."

"Oh…you don't miss a trick."

She smiled and turned to Donna, "I'd stay single if I were you. The thrill is in the chase, never in the capture."

"Mrs. Christie, I'm so glad you could come," Eddison called, ushering Agatha over to the group, "I'm one of your greatest followers. I've read all six of your books. Uh, is, uh, Mr. Christie not joining us?"

"Is he needed?" Agatha asked, "Can't a woman make her own way in the world?"

"Don't give my wife ideas," Hugh laughed.

"Mrs. Christie, I have a question," Roger cut in, "Why a Belgian detective?"

The Doctor frowned and glanced at the Professor, "December the 8th you said?"

"Belgians make such lovely buns," Agatha replied, earning a laugh from everyone.

"Where on Earth's Professor Peach?" Roger looked around, "He'd love to meet Mrs. Christie."

"Yes," the Professor nodded to the Doctor.

"Said he was going to the library," the reverend replied.

"Miss Chandrakala, would you go and collect the professor?" Eddison asked her housekeeper.

"What's wrong with December 8th?" Donna frowned, eyeing the Doctor and Professor.

"At once, my lady," the maid ran to the house.

"It's the day Agatha Christie disappeared," the Professor told Donna.

"She just discovered her husband was having an affair," the Doctor added.

"You'd never think to look at her smiling away," Donna eyed the woman.

"Well, she's British and moneyed. That's what they do, they carry on. Except for this one time. No one knows exactly what happened, she just vanished. Her car will be found tomorrow morning by the side of a lake. Ten days later she turns up at a hotel in Harrogate. Said she'd lost her memory. She never spoke about the disappearance till the day she died. But whatever it was…"

"It's about to happen."

"Right here, right now."

Miss Chandrakala came running out of the house, screaming, "The professor! The library! Murder! Murder!"

~8~

The Doctor and Professor were the first ones to enter the library, followed quickly by Donna and Agatha. The Doctor ran over to the body of professor Peach, lying sprawled out on the floor, while the Professor stood there casting a quick, analyzing glance around the room before joining him.

"Oh, my goodness," Greeves gasped as he entered.

"Bashed on the back of the head," the Doctor examined the body, looking at the Professor who nodded to confirm, "Blunt instrument…" he tapped Peach's watch, "Watch broke as he fell, time of death was quarter past four," he got up and examined a few papers on the desk as the Professor eyed the ground for more clues.

"Bit of pipe," Donna picked a pipe off the floor, "Call me Hercule Poirot but I reckon that's blunt enough."

Agatha plucked a scrap of paper from the fireplace, the Doctor and Professor both seeing her but keeping quiet.

"Nothing worth killing for in that lot, dry as dust," the Doctor remarked.

"Hold on, the body in the library? I mean, professor Peach, in the library, with a lead piping?"

"Let me see!" Eddison called from down the hall.

"Out of my way!" Hugh insisted.

Eddison ran in and gasped, "Gerald!"

"Saints preserve us," the reverend muttered as the rest of the group arrived as well.

"Oh, how awful," Robina frowned.

"Someone should call the police," Agatha stood.

"You don't have to," the Doctor whipped round, psychic paper up, "Chief Inspector Smith from Scotland Yard, known as the Doctor. Miss Noble and Miss Stewart are the plucky young girls who help me out."

"I say," Eddison's eyes widened.

"Mrs. Christie was right. Go into the sitting room. I will question each of you in turn."

"Come along," Agatha nudged them out of the room, "Do as the Doctor says. Keep the room undisturbed."

"'The plucky young girls who help me out?'" Donna eyed him critically as the Professor knelt down with a pencil.

"There were no policewomen in 1926," the Professor replied.

"I'll pluck him in a minute. Why don't we phone the real police?"

"The last think we want is P.C. Plod sticking his nose in," the Doctor crouched down as the Professor pulled something out of a crack in the wooden floor, something on the tip of the pencil, "Especially…now we've found this."

"Morphic residue," the Professor stated as she stood.

"Morphic?" Donna frowned, "Doesn't sound very 1926."

"Gets left behind when certain species genetically re-encode."

"The murderer's an alien?"

The Professor tipped the speck onto her fingers and frowned, "The genetic code is muddled. It's a fairly recent transformation. Either a Vespiform or a Queen Melissinian."

"Which means that one of that lot is an alien in human form," the Doctor sighed, looking at the Professor, "Which means as long as their human, they scan human."

If they could determine which 'human' it might have been they could narrow down the alien species and vice versa. The Vespiforms that left the planet were typically male while a Queen Melissinian, obviously female, was the only sub sect of Melissa Majoria that could appear human for a time.

"Yeah, but think about it," Donna cut in, "There's a murder, a mystery, and Agatha Christie."

"So?" he glanced at her, "Happens to us all the time."

"No, but isn't that a bit weird? Agatha Christie didn't walk around surrounded by murders. Not really. That's like meeting Charles Dickens and he's surrounded by ghosts. At Christmas."

"Well…"

"Oh come on. It's not like we could drive across country and find Enid Blyton having tea with Noddy. Could we? Noddy's not real. Is he? Tell me there's no Noddy."

"There's no Noddy," he told her as they headed out of the room.

"Next thing you'll be telling me it's like 'Murder on the Orient Express' and they all did it."

"'Murder on the Orient Express?'" Agatha asked, popping out of an alcove by the stairs as they walked by.

"Oh, yeah. One of your best."

"But not yet," the Doctor whispered.

"Marvelous idea, though, "Agatha considered it.

"Yeah, tell you what, copyright Donna Noble, yeah?" Donna grinned.

"Anyway," the Doctor cut in, "Agatha, Katherine, and I will question suspects. Donna, you search the bedrooms, look for clues," he whispered, "Any more residue," and pulled out a large magnifying glass from his pocket, "You'll need this."

"Is that for real?" she eyed him.

"Go on. You're ever so plucky."

"I would like to go with Donna," the Professor said. The Doctor looked at her, surprised, "I'm…curious…"

He smiled widely at her, "Go on then!"

This was just like with Martha, Her curiosity was breaking through!

He felt almost giddy as he turned to Agatha, the Professor and Donna heading off, "Right then. Solving a murder mystery with Agatha Christie. Brilliant!"

"How like a man to have fun while there's disaster all around him," Agatha glared.

"Sorry. Yeah."

"I'll work with you, gladly, but for the sake of justice, not your own amusement."

"Oh," he nodded and followed her off.

~8~

The Doctor and Agatha paced in the study, having interviewed all the guests. He'd had the Professor listen in briefly during each questioning, listening to the voice patterns for any hint of falsehood. It seemed they were all lying about or hiding something, which didn't help them sort through the issue at hand.

"No alibis for any of them," Agatha muttered, "The secret adversary remains hidden. We must look for a motive," she smiled a bit, adopting a Belgian accent, "Use the little grey cells."

"Oh yes, little grey cells. Good old Poirot," he plopped down into a chair, "Y'know, Katherine and I've been to Belgium. Yeah, I remember…we were deep in the Ardennes trying to find Charlemagne…he'd been kidnapped by an insane computer…" he trailed off in memory.

"Doctor! Doctor!"

"Sorry."

"Charlemagne lived centuries ago."

"I've got a good memory."

"For such an experienced detective, you missed a big clue."

"What, that bit of paper you nicked out of the fireplace?"

"You were looking the other way!"

"Yeah, but I saw you reflected in the glass of the bookcase."

"You crafty man," she smiled at him, "This is all that was left."

He got up and walked over to her, looking at the small charred scrap, "What's that first letter? N or M?"

"It's an M. The word is 'maiden.'"

"Maiden!" he shouted before whispering, "What does that mean?"

Agatha sighed, "We're still no further forward. Our nemesis remains at large. Unless Miss Noble or Miss Stewart have found something."

~8~

Donna and the Professor walked along the upstairs hallways, searching the bedrooms until they came to a locked door.

"You won't find anything in there," Greeves appeared behind them.

"Oh!" Donna gasped, "How come it's locked?"

"Lady Eddison commands it so."

"And I command it otherwise. Scotland Yard, pip-pip," Greeves moved to unlock it, "Why is it locked in the first place?"

"Many years ago, when my father was butler to the family, Lady Eddison returned from India with malaria. She locked herself in this room for six months until she recovered. Since then, this room has remained…undisturbed," Donna opened the door to see a very dusty room, cobwebs everywhere. It was very sparse, a bed, dresser, desk, and a teddy bear on the bed were all that was there, "There's nothing in here."

"How long has it been empty?" the Professor asked.

"Forty years."

"Why would she seal it off?" Donna wondered, "Alright, we need to investigate. You just…butle off," she closed the door behind them, keeping Greeves out, as they looked around. Donna paused, hearing a buzzing, "1926, they've still got bees," she sighed, walking over to the drape covered window.

The Professor frowned, listening…

"Oh, what a noise! Alright, busy bee, I'll let you out. Hold on…"

…and realized, the buzz was far too powerful to be made by a single wasp or even a hive…

"I shall find you with my amazing powers of detection…"

…it was far too large.

"Donna!" she spun around, "No!"

But it was too late.

Donna opened the drape to see a huge wasp outside the window. It broke through, its stinger out at her, but she screamed and jumped backwards, "That's impossible!"

"Over here!" the Professor motioned her to step around the bed, she couldn't pull her blaster with the risk of hitting Donna should the wasp move. Luckily though, Donna quickly stepped over to the window beside her.

"Doctor!" she shouted as the Professor grabbed her arm and held it up so the magnifying glass caught the light and burned the wasp. It screeched in pain and she pulled Donna towards the door, slamming it behind them as it's stinger went through the bottom of it, having tried to attack them, "Doctor!" the Doctor and Agatha ran down the hall towards them, "There is a giant…wasp!"

"What do you mean, giant wasp?" he frowned.

"I mean a wasp that's giant!"

"It's only a silly little insect," Agatha scoffed.

"When I say 'giant,' I don't mean big, I mean flippin' enormous! Look at its sting!" she pointed at the door, earning shocked looks from the two of them.

"Let me see!" the Doctor pushed his way into the room but it was empty, the stinger left alone in the door, "It's gone. Buzzed off," he walked to the window and looked out.

"But that's fascinating…" Agatha breathed, reaching out to touch the stinger.

The Professor grabbed her wrist and yanked it back, stopping her, " _Don't_  touch it."

The fresh sting of either intergalactic insect was lethal to most species.

Agatha blinked, surprised, but retracted her hand. The Doctor crouched down, pulling out a vial with a stopper and gathered a sample of the sting into it with a pencil.

"Giant wasp…" he muttered, looking at the Professor, "What do you make of that?"

"There are any number of amorphous insectivorous life forms," she replied, "But none in this galactic vector. The stinger fluid must be kept sealed for half an hour before its safe to touch and me to scan."

She was certain it was a Vespiform now, but that still left a question as to how old it was, the older the more deadly and aggressive, the stinger fluid could tell her that.

"I think I understood some of those words," Agatha remarked, eying her, "Enough to know that you're completely potty."

"Lost its sting, though," Donna said, "That makes it defenseless."

"A creature this size?" the Doctor shook his head, "Gotta be able to grow a new one."

"Uh, can we return to sanity?" Agatha asked, "There are no such things as giant wasps."

"Exactly! So…the question is, what's it doing here?"

He stood up and walked out of the room, the Professor following as Donna and Agatha exchanged a look before heading after them. They had just reached the main stairs when someone outside screamed. They ran out of the house to see Miss Chandrakala lying on the drive, a stone gargoyle on top of her.

"The poor, little…child," she breathed before dying.

There was a loud buzzing and the Doctor looked up to see the wasp flying overhead, "There!" he pointed at it, "Come on!" they chased after it as it flew back inside, running up the stairs.

"Well, this makes a change!" Donna called, "There's a monster and  _we're_  chasing  _it_."

"Can't be a monster," Agatha shook her head, "It's a trick. They do it with mirrors," they reached the top of the stairs as the wasp hovered before them, "By all that's holy…"

"Oh, but you are wonderful!" the Doctor grinned when the wasp suddenly turned to face them, "Now, just stop there..."

It rushed at them, stinger first, and they ducked as it passed. It turned and flew back for another strike when the Professor pulled out the blaster and fired at it. It flew to the side, startled, before buzzing off down the hall.

"Where did you…" the Doctor looked at her, stunned.

She just hiked up her skirt and strapped the blaster back to a holster on her thigh before running off after the wasp.

"Don't let it get away!" he snapped out of it and followed after her, "Quick, before it reverts to human form!" they ran into a hallway and stopped short, seeing a number of doors before them, "Where are you? Come on! There's nowhere to run. Show yourself!" the doors opened and all the guests peeked out, "Oh…that's just cheating..."

~8~

"My faithful companion!" Eddison wept as she and the guests sat in the sitting room, "This is terrible!"

"Excuse me, my lady," Davenport spoke, "She was on her way to tell you something."

"She never found me. She had an appointment with death instead."

"She said, 'the poor little child,'" the Doctor remarked, "Does that mean anything to anyone?"

"No children in this house for years," Hugh glanced at Roger, "Highly unlikely there will be."

"Mrs. Christie, you must have twigged something," Eddison turned to Agatha hopefully, "You've written simply the best detective stories."

"Tell us…what would Poirot do?" the reverend asked.

"Heaven's sake!" Hugh slapped his hand on his armrest, "Cards on the table, woman! You should be helping us!"

"But…I'm merely a writer," Agatha shook her head.

"But surely you can crack it," Robina encouraged, "These events, they're exactly like one of your plots."

"That's what I've been saying," Donna agreed, "Agatha, that's got to mean something."

"But what?" Agatha sighed, "I've no answers. None. I'm sorry, all of you, I'm truly sorry, but I've failed. If anyone can help us, it's the Doctor, not me."

Everyone turned to look at the Doctor as Agatha got up and walked outside.

~8~

The Doctor opened a small case that Agatha and Donna had brought in to reveal an array of tools, lock picking tools.

"Ooh…someone came tooled up…the sort of stuff a thief would use," the Doctor remarked.

"The Unicorn, he's here!" Agatha gasped.

"The Unicorn and the wasp."

"Your drinks, ladies, Doctor," Greeves entered with a tray of drinks for the three of them, the Professor standing off to the side, subtly examining the stinger fluid.

"Very good, Greeves," the Doctor took a drink and sat down on a chair.

"What about the science stuff?" Donna asked, "What did you find?"

"Vespiform sting," the Professor walked over with the bottle in hand, "Vespiforms have hives in the Silifax Galaxy. This one is exactly forty years old…one of the oldest I've encountered," she looked at the Doctor, "The older they are, the more aggressive and primal they become."

He nodded, sipping his drink.

"Again you talk like Edward Lear," Agatha eyed her.

"For some reason, this one's behaving like a character in one of your books," the Doctor eyed Agatha.

"Come on, Agatha," Donna turned to her, "What would Miss Marple do? She'd've overheard something vital by now because the murderer thinks she's just a harmless old lady."

"Clever idea," Agatha murmured, "Miss Marple…who writes those?"

"Um, copyright Donna Noble. Add it to the list."

"Donna…" the Doctor cut in.

"OK, we could split the copyright…"

"No…" he looked at the Professor, alarmed, "Something's inhibiting my enzymes!" he jerked forward with a gasp, "Ahh!"

The Professor grabbed his drink and sniffed it, "He's been poisoned. Sparkling cyanide."

"What do we do?" Donna looked at her, stunned, "What do we do?"

The Professor just grabbed the Doctor's arm and hefted him up, helping him run…more like half dragging him…out of the room and down the hall to the kitchen.

He staggered out of her hold and over to Davenport, grabbing him by the lapels, "Ginger beer."

"I beg your pardon?" he frowned.

"I need ginger beer," he ran over to the shelves where the Professor held out a bottle to him, having gone straight for it, the picture of level-headedness. She had to be, if she allowed herself to feel anything but rationality she wouldn't be able to help him.

"The gentleman's gone mad!" one of the kitchen women shouted.

He drank the beer and then poured the rest over his head.

"I'm an expert in poisons, Doctor," Agatha and Donna ran over, "It's fatal! There's no cure!"

He spit out the drink and gripped the table, "Not for me! I can stimulate the inhibited enzymes into reversal. Protein! I need protein!"

The women turned and searched the kitchen, "Walnuts!" Donna handed him some.

"Brilliant!" he shoved them into his mouth and tried to talk.

"I can't understand you!" he shook his hand, "How many words?" he held up one finger, "One. One word. Shake? Milk? Shake? Milk? Milk! No, not milk. Shake, shake, shake…cocktail shaker! What do you want, a Harvey Wallbanger?"

"Harvey Wallbanger?" he swallowed.

"Well, I don't know!"

"How is Harvey Wallbanger one word?"

"What do you need, Doctor?" Agatha asked.

"Salt!" the Professor shouted, looking over the shelves for some, "He was miming salt!"

Donna held out a brown bag, "What about this?"

"What is it?" he asked.

"It's salt."

"That's too salty!"

"Oh, that's too salty."

"What about this?" Agatha held out a jar.

"Hmm," he grabbed it and downed the contents.

"What's that?" Donna asked.

"Anchovies," she replied.

The Doctor gestured again, holding out his hands.

"What is it?" Donna asked, "What else? It's a song. 'Mammy.' I don't know, 'Camptown Races?'"

"'Camptown Races?'" he cried.

"Well, alright then. 'Towering Inferno.'"

"A shock," the Professor replied, not able to find an appliance that could help, "He needs a shock!"

"Alright, then, big shock coming up," Donna strode over to him and grabbed him, kissing him hard before pushing him back.

The Doctor threw his head back and black smoke poured out of him. He groaned, falling back against the counter, "Ah! Detox," he wiped his mouth, "I must do that more often," his eyes widened before looking between Donna and the Professor, "I mean the…the detox."

"Doctor you are impossible!" Agatha shook her head, "Who are you?"

The Professor's jaw tensed slightly, not at all happy that Donna had kissed him, but also relieved he was alright.

' _What?_ ' the Doctor asked, seeing her look.

' _When this is over I'm going to teach you how to manipulate a poison within your body,_ ' she replied, serious. It had been another stage of her training. Once the Academics mastered control of their own bodies, foreign antigens were introduced and they were expected to combat that as well. It wouldn't do for the Daleks to be able to poison them. There were only a few poisons they couldn't burn off from within them, but none that would kill them outright. Most of the training had been geared towards allowing them to contain the poison within them in order to buy them time to make it to a medical facility for a cure.

She was not about to have another incident like this happen,  _no one_  else would be kissing him if she had anything to say about it.

He couldn't help but grin, catching that train of her thoughts, ' _Possessive are we?_ ' he smirked at her, seeing the pink tint to her cheeks return. Perhaps he should get poisoned more often if it meant she...

' _Don't even try,_ ' she warned him, her eyes narrowed at him.

He just shook his head and smiled.

~8~

A thunderstorm raged outside that night as they all sat around the dinner table for their meal.

"A terrible day for all of us," the Doctor commented, "Professor Peach struck down, Miss Chandrakala cruelly taken from us, and yet, we still take dinner."

"We are British, Doctor," Eddison said, "What else must we do?"

"And then someone tried to poison me…any one of you had the chance to put cyanide in my drink. But it rather gave me an idea. Or rather, it gave Katherine an idea."

"And what would that be?" the reverend asked.

"Poison," she replied as everyone stopped eating.

The Doctor grinned, "Drink up," they looked at him, "She's laced the soup with pepper."

"Ah, I thought it was jolly spicy," Hugh laughed, taking a spoonful as did the rest of the group.

"The active ingredient of pepper is piperine," the Professor continued, "Traditionally used as an insecticide."

Thunder crackled, "Oh, anyone got the shivers?" the Doctor asked.

The lights suddenly went out and the windows blew open, the wind snuffing out the candles.

"What the deuce is that?" Hugh demanded.

"Listen!" the Doctor shouted, "Listen! Listen! Listen!" they quieted down, hearing a buzzing noise.

"No…no, it can't be!" Eddison gasped.

Agatha stood, "Show yourself, demon!"

"Nobody move!" the Doctor called, "No, don't! Stay where you are!" the Vespiform flew into the room, causing the guests to scream. Greeves grabbed Donna, ushering her out of the room as the Doctor grabbed Agatha, the Professor following behind, "Out! Out! Out! Out! Out!" they ran into the hallway outside the dining room, "Not you, Agatha. You've got a long life to lead yet," he turned as the Professor grabbed two swords from a wall display, tossing him one and keeping the other, knowing she couldn't use her blaster in front of everyone. She had been lucky before, that Agatha had been ducking and hadn't noticed the blaster. The last thing they needed was for the humans to begin asking questions about them, humans didn't tend to react well to anything different when they were afraid, especially with one alien already trying to kill them.

"Well, we know the butler didn't do it," Donna remarked, nodding back at Greeves who was behind her.

"Then who did?" the Doctor asked as they rushed back into the dining room. The wasp was gone and the lights came back on.

"My jewelry…the Firestone…it's gone!" Eddison yelled, feeling her neck, "Stolen!"

"Roger…" Davenport breathed sadly.

Robina screamed as they all saw Roger face down in his soup, a knife in his back.

"My son…my child!" Eddison sobbed.

~8~

The Doctor stood by the fireplace with the Professor while Agatha sat on the sofa. Donna walked in with a sigh, "That poor footman. Roger's dead and he can't even mourn him. 1926. It's more like the dark ages," she plopped down beside Agatha.

"Did you enquire about the necklace?" she asked the ginger.

"Lady Eddison brought it back from India. It's worth thousands."

"This thing can sting, it can fly…" the Doctor muttered, "It could wipe us all out in seconds…why is it playing this game?"

"Every murder is essentially the same, they are committed because somebody wants something," Agatha replied.

"What does a Vespiform want?"

"Doctor, stop it. The murderer is as human as you or I."

"You're right. We've been so caught up with giant wasps, we've forgotten," he moved to sit across from Agatha, the Professor standing beside him, "You're the expert."

"Look, I told you. I'm just a…purveyor of nonsense."

"Oh, no, no, no, no, 'cos plenty of people write detective stories, but yours are the best. And why? Why are you so good, Agatha Christie? Because you understand. You've lived…you've fought…you've had your heart broken. You know about people, their passions, their hope and despair and anger, all of those. Tiny huge things can turn the most ordinary person into a killer. Just think, Agatha. If anyone can solve this, it's you."

~8~

The Doctor stood before the fireplace, the guests gathered in the sitting room once more. Donna sat off to the side, the Professor standing nearby, 'at ease,' eyeing each of the guests, more specifically, eyeing the men, one in particular. The Vespiform was male, a forty year old male...

"We've called you here on this endless night because we have a murderer in our midst," the Doctor began, "And when it comes to detection, there's none finer…ladies and gentlemen, I give you Agatha Christie," he motioned for Agatha as he sat down beside Donna, next to where the Professor stood.

"This is a crooked house…" Agatha stood before the fireplace, "A house of secrets. To understand the solution, we must examine them all. Starting with you…Miss Redmond."

"But I'm innocent, surely," Robina smiled warily.

"You've never met these people and these people never met you. I think the real Robina Redmond never left London. You're impersonating her!"

"How silly. What proof do you have?"

"You said you'd been to the toilet…"

"Oh, I know this…if she was really posh, she'd say 'loo,'" Donna commented.

"Earlier today, Miss Noble and I found this on the lawn…" Agatha continued, picking up a tool case, "…right beneath your bathroom window. You must have heard Miss Noble and Miss Stewart were searching the bedrooms and you panicked. You ran upstairs and disposed of the evidence."

"I've never seen that thing before in my life," Robina insisted.

"What's inside it?" Eddison asked.

"The tools of your trade, Miss Redmond, or should I say…the Unicorn," Agatha opened the case to reveal the tools, "You came to this house with one sole intention, to steal the Firestone!"

"Oh, alright then," 'Robina' sighed, her accent now a cockney one, "It's a fair cop," she stood up, "Yes, I'm the bleedin' Unicorn. Ever so nice to meet you, I don't think. I took my chance in the dark and nabbed it," she reached under the strap of her dress and pulled out the necklace, "Go on then, ya nobs, arrest me. Sling me in jail," she tossed it at the Doctor but the Professor caught it.

"So, is she the murderer?" Donna asked as the Professor fiddled with the necklace in her hand before nodding at the Doctor, handing him the gem.

"Don't be so thick. I might be a thief but I ain't no killer."

"Quite," Agatha agreed, "There are darker motives at work, and, in examining this household…we come to you…Colonel."

"Damn it, woman!" Hugh shouted, "You with your perspicacity! You've rumbled me!"

And then…he stood up.

"You…you can walk?" Eddison gasped, "But why?"

"My darling, how else could I be certain of keeping you by my side?"

"I don't understand."

"You're still a beautiful woman, Clemency. Sooner or later, some chap will turn your head. I couldn't bear that. Staying in the chair was the only way I could be certain of keeping you. Confound it, Mrs. Christie! How did you discover the truth?"

"Um, actually, I had no idea," Agatha admitted, "I was just going to say you were completely innocent."

"Ah…oh."

"Sorry."

"Well, shall I sit down then?"

"I think you better had."

"So he's not the murderer?" Donna asked as the man sat.

"Indeed not. To find the truth…let's return…" she turned to the Doctor who handed her the necklace, "…to this, far more than the Unicorn's object of desire. The Firestone has quite a history. Lady Eddison."

"I've done nothing!" Eddison called.

"You brought it back from India, did you not? Before you met the Colonel. You came home with malaria and confined yourself to this house for six months, in a room that has been locked ever since, which I rather think means…"

"Stop, please!"

"I'm so sorry. But you had fallen pregnant in India…unmarried and ashamed, you hurried back to England with your confidante, a young maid, later to become housekeeper, Miss Chandrakala."

"Clemency!" Hugh gaped, "Is this true?"

"My poor baby," she sobbed, "I had to give him away. Oh, the shame of it."

"But you've never said a word!"

"I had no choice. Imagine the scandal, the family name. I'm British, I carry on."

"And it was no ordinary pregnancy," the Doctor remarked.

"How can you know that?" Eddison looked at him, startled.

"Excuse me, Agatha, this is our territory," the Doctor called, "But when you heard that buzzing sound in the dining room, you said, 'It can't be.' Why did you say that?"

"You'd never believe it."

"The Doctor has opened my mind to believe…many things," Agatha replied, sitting down.

Eddison sighed, "It was forty years ago…in the heat of Delhi one night. I was alone and that's when I saw it…a dazzling light in the sky. The next day, he came to the house, Christopher, the most handsome man I'd ever seen. Our love blazed like a wildfire and I held nothing back. And in return, he showed me the incredible truth about himself. He made himself human to learn about us. The wasp, this was his true shape. I loved him so much it didn't matter. But he was stolen from me. 1885, the year of the Great Monsoon. The River Jumna rose up and broke its banks. He was taken at the flood. But Christopher left me a parting gift, a jewel like no other. I wore it always. Part of me never forgot. I keep it close. Always."

"Just like a man, flashes his family jewels and you end up with a bun in the oven," 'Robina' commented.

"A 'poor little child,'" Agatha nodded, "Forty years ago, Miss Chandrakala took that newborn babe to an orphanage. But professor Peach worked it out. He found the birth certificate."

"Oh, that's 'maiden,' maiden name," Donna realized.

"Precisely."

"So she killed him."

"I did not!" Eddison glared.

"Miss Chandrakala feared that the professor had unearthed your secret," Agatha explained, "She was coming to warn you."

"So she killed her," Donna guessed.

"I did not!"

"Lady Eddison is innocent," Agatha reaffirmed, "Because at this point…Doctor?"

"Thank you," the Doctor stood but held out a hand to the Professor as well, leading her towards the fireplace to stand with him, "Because at this point when we consider the lies and secrets and the key to these events, then we have to consider…it was you, Donna Noble…" he pointed at her.

"What?" Donna frowned, "Who did I kill?"

"No, but you said it all along, the vital clue, that this whole thing is being acted out like a murder mystery. Which means…it was you, Agatha Christie!" he pointed at her.

"I beg your pardon, sir?" Agatha shook her head.

"So she killed them," Donna reasoned.

"No, but she wrote," the Doctor argued, "She wrote those brilliant, clever books. And who's her greatest admirer? The moving finger points…at you, Lady Eddison," he pointed at her.

"Leave me alone!" she cried.

The Professor shoved his arm down, "Point again and I'll break your arm."

He gave her a sheepish smile, though he knew she wouldn't  _really_  harm him.

"So she  _did_ kill them?" Donna repeated.

"No, but just think…last Thursday night, what were you doing?" the Doctor looked at Eddison.

"Uh, I was uh…I was in the library," she recalled, "I was reading my favorite Agatha Christie, thinking about her plots, and how clever she must be. How is that relevant?"

"Just think, what happened Thursday night?" the Doctor looked at the reverend.

"I'm sorry?" the man frowned.

"You said on the lawn this afternoon, last Thursday, those boys broke into your church."

"That's correct…they did. I discovered the two of them, thieves in the night. I was most perturbed. But I apprehended them."

"Really? A man of God against two strong lads? A man in his forties? Or, should I say, forty years old…exactly."

"Oh, my God!" Eddison gasped.

"Lady Eddison, your child, how old would he be now?"

"Forty. He's…forty."

"Your child has come home."

"Ha!" the reverend laughed, "This is poppycock!"

"You were taught by the Christian fathers," the Professor stated, "You were raised in an orphanage."

"My son!" Eddison turned to him, "Can it be?"

"You found those thieves, reverend, and you got angry," the Doctor eyed him, "A proper, deep anger for the first time in your life and it broke the genetic code. You changed. You realized your inheritance. After all these years…you knew who you were. Oh, then it all kicks off 'cos this…" he held up the Firestone, "…isn't just a jewel."

"It's a Vespiform telepathic recorder," the Professor explained, "It is your brain, your very essence. And when you activated, so did the Firestone. It beamed your full identity directly into your mind. And, at the same time, it absorbed the works of Agatha Christie directly from Lady Eddison. It all became part of you. The mechanics of those novels formed a template in your brain. You killed in this pattern because that's what you think the world is."

"Turns out we are in the middle of a murder mystery," the Doctor nodded, "One of yours, Dame Agatha."

"'Dame?'" Agatha turned to him.

"Oh, sorry, not yet."

"So  _he_  killed them?" Donna asked, "Yes? Definitely?"

"Yes."

"Well, this has certainly been a most entertaining evening," the reverend tried to joke, "Really, you can't believe any of this, surely, Lady Eddizzz…"

"Lady who?"

"Lady Eddizzzon…" he struggled to get out.

"Little bit of buzzing there, Vicar?"

"Don't make me angry!" he stood.

"Why? What happens then?"

"Damn it! You humanzzz! Worshipping your tribal sky godzzz! I am so much more! That night, the Universe exploded in my mind! I wanted to take what wazz mine. And you, Agatha Christie, with your railway station bookstall romancezzz…what'zzz to stop me killing you?"

"Oh, my dear God!" Eddison gasped, hearing the familiar buzzing once more, "My child!"

"What'zzz to stop me killing you all?" and then he transformed before their very eyes.

"Forgive me!"

"No, Clemency!" Hugh grabbed her, Greeves helping to pull her to the door, "Keep away! Keep away, my darling!"

"No!" Agatha shouted, grabbing the Firestone from the Doctor, "No more murder! If my imagination made you kill, then my imagination will find a way to stop you, foul creature!" and she ran out the room.

The Doctor, Professor, and Donna quickly took off after her.

"Wait!" Donna shouted, "Now  _it's_  chasing  _us_!"

They ran outside and closed the doors behind them, only to see Agatha drive past.

"Come on!" the Doctor shouted, running towards the car just as the wasp broke through the front door.

"Over here!" Agatha shouted at it, "Come and get me, reverend!"

"Agatha, what are you doing?"

"If I started this, Doctor, then I must stop it!" she pressed down on the gas and sped off.

"Come on!" he led them to another car, moving to jump in the driver's seat when the Professor shoved him to the side, taking the spot herself. He swallowed hard, "Oh no…"

"What?" Donna gasped from the run.

He just shook his head and used the sonic to start the engines, "Here we go."

The words were barely out of his mouth before the Professor floored it and sped off, making them lurch back as she recklessly sped off after Agatha.

"You said this is the night Agatha Christie looses her memory," Donna shouted.

"Time is in flux, Donna!" he called back over the roar of the motor, "For all we know, this is the night Agatha Christie looses her life and history gets changed!"

"But where is she going?"

"The lake!" he cried, seeing a sign, "She's heading for the lake! What's she doing?"

The Professor turned the wheel fiercely, causing the car to spin out in the back and come to a stop by the lake where Agatha's car was already there.

Donna jumped out with a gasp, "Never EVER driving with you again!" she pointed at the Professor who simply grabbed her blaster and jumped out, running after Agatha with the Doctor.

"Here I am!" Agatha shouted, holding up the necklace, "The honey in the trap. Come to me, Vespiform."

"She's controlling it," Donna gasped, watching as the wasp hovered before Agatha.

"It's mind is based on her thought processes," the Professor replied as they ran over, "They're linked."

"Quite so," Agatha nodded, "If I die, then this creature might die with me."

"Don't hurt her!" the Doctor turned to the wasp as the Professor aimed her blaster, ready, but waiting, knowing the Doctor wanted to give it a chance, "You're not meant to be like this. You've got the wrong template in your mind."

"He's not listening!" Donna realized before grabbing the stone from Agatha and tossing it in the lake. The wasp dove for it, straight into the water, which bubbled and glowed purple as they watched in sorrow, "How do you kill a wasp? Drown it. Just like its father."

"Donna, that thing couldn't help itself."

"Neither could I."

"Death comes as the end," Agatha remarked quietly, "And justice is served."

"Murder at the vicar's rage," the Doctor said as Donna rolled her eyes, "Needs a bit of work."

"Just one mystery left, Doctor," Agatha turned to him, "Who exactly are you?"

Before the Doctor could answer, Agatha doubled over in pain, the Doctor grabbing her and lowering her to the ground, "Oh! It's the Firestone! It's part of the Vespiform's mind! It's dying and it's connected to Agatha!" Agatha glowed purple a moment later before it faded and she fell unconscious, "It let her go. Right at the end, the Vespiform chose to save someone's life."

"Is she alright, though?" Donna asked.

"Oh, of course! The amnesia! Wiped her mind of everything that happened. The wasp, the murders…"

"And us. She'll forget about us."

"Yeah, but we solved another riddle, the mystery of Agatha Christie. And tomorrow morning, her car gets found by the side of the lake..."

~8~

"A few days later, she turns up at a hotel in Harrogate…with no idea of what just happened," he finished as they stood before the TARDIS, watching Agatha pause at the steps of the Harrogate Hotel days later, glancing back a them, "No one'll ever know."

"Lady Eddison, the Colonel, and all the staff, what about them?" Donna asked as Agatha walked to the hotel.

"A shameful story. They'd never talk of it, too British. While the Unicorn does a bunk back to London Town, she can never say she was there."

"But what happens to Agatha?"

"Oh, great life! Met another man, married again. Saw the world. Wrote and wrote and wrote."

"She never thought her books were any good, though. And she must have spent all those years wondering."

The Professor watched the door to the hotel close behind Agatha before turning to Donna, "Follow me."

The Doctor smiled widely, heading after the Professor as she stepped into the TARDIS, knowing what she was going to do.

"Thing is," he began as the Professor lifted the grilling by the console and stepped down, rooting around for something, "I don't think she ever quite forgot. Great mind like that, some of the details kept bleeding through. All the stuff her imagination could use. Like Miss Marple!"

"I should have made her sign a contract," Donna mumbled.

The Professor lifted the old chest she'd given the Doctor out and set it on the floor.

"Here we go," he grinned, opening it as she pulled herself out to sit beside them, "'C,' that is 'C' for Cyberman…" he tossed aside a chest plate, "'C' for Carrionites…" and set the globe down, along with a bust of Caesar, "And…" he pulled out a paperback, "Christie, Agatha," and held it up to Donna, "Look at that."

It was a copy of 'Death in the Clouds' with a large wasp on the cover.

"She did remember!"

"Somewhere at the back of her mind, it all lingered."

"Look at the copyright page," the Professor told her, her reason for getting the copy in the first place.

Donna took the book and looked inside, "'Facsimile edition published in the year…5 billion!'"

"People never stop reading them," the Doctor nodded, "She is the best-selling novelist of all time."

She sighed, "But she never knew."

"No one knows how they'll be remembered," the Professor remarked, looking at Donna intently. All this travelling with the ginger had reminded her of just how she wanted to be remembered, not as the hardened warrior from the war, she wanted to leave that behind her, "We can only hope for the best."

The Doctor grinned though, her insight seemed to be returning as well, "Maybe that's what kept her writing. The same thing that keeps us travelling," he reached out and took the Professor's hand a moment, beaming when she squeezed his hand back, "Onwards?"

"Onwards," Donna nodded.

The Doctor and Professor got up and walked to the console, setting it in motion, watching the central rotor rise and fall as they took off to their next adventure.

* * *

**Notes for the Chapter:**

> Next chapter we get River Song and...another flashback (a very sweet, VERY 'early days' one) :)


	9. Silence in the Library

"Books!" the Doctor cheered as he grabbed his coat and stepped out of the TARDIS, followed by Donna and the Professor, "People never really stop loving books," he looked around at the rather large, though empty, reception area of a library, "51st century. By now you've got holovids, direct to brain downloads, fiction mist, but you need the smell. The smell of books, Donna. Deep breath," he led them across the room and through a door, down a staircase where they could see that the whole surface, the whole planet, was filled with bookshelves, "The Library. So big it doesn't need a name. Just a great big 'the.'"

"It's like a city," Donna breathed.

"It's a world. Literally, a world."

"The whole core of the planet is the index computer," the Professor added, "The biggest hard drive ever."

"And up here, every book ever written. Whole continents of Jeffrey Archer, Bridget Jones, Monty Python's Big Red Book. Brand new editions, specially printed. We're near the equator, so..." he licked his finger and lifted it up, "This must be…"

"Biographies," she answered, having looked up the layout of the planet before they touched down.

"I love biographies!"

"Yeah, very you," Donna remarked, "Always a death at the end."

"You need a good death. Without death, there'd only be comedies. Dying gives us size," Donna moved to pick up a book but the Doctor snatched it away, "Oi! Spoilers!"

"What?"

"These books are from your future. You don't wanna read ahead, spoil all the surprises. Like peeking at the end."

"Isn't travelling with you one big spoiler?"

"I...try to keep you away from major plot developments. Which, to be honest…"

"You fail at," the Professor cut in, "Worse than your pilot's test."

"And again, not all of us can wear a skirt," he muttered at her recurring mention of his lack of success in obtaining his pilot's license on the first go before turning to Donna, "This is the biggest library in the Universe. So where is everyone? It's silent."

The Professor frowned and turned to one of the information terminals, pulling the Doctor's sonic out of his jacket and setting the controls to use on the terminal.

"The Library?" Donna asked.

"The planet. The whole planet."

"Maybe it's a Sunday?"

"He never lands on Sundays," the Professor stated, "Says they're boring."

"Which they are," he muttered.

"Well...maybe everyone's really, really quiet," Donna suggested.

"Yeah, maybe…"

"But they'd still show up on the system," the Professor added.

"Doctor, why are we here?" Donna turned to him as he watched the Professor work, "Really, why?"

"Oh, you know, just passing."

"No, seriously. It was all, 'let's hit the beach' then suddenly we're in a library. Why?"

"Now, that's interesting," he frowned.

"What?"

"Scanning for life forms," the Professor explained, "Basic humanoids renders a life form scan of 3, us," she pointed to the screen, "If I widen the parameters to any kind of life..." the number raced up to the point where an error came up, 1,000,000,000,000 life forms being recorded, "One trillion."

"A million million," the Doctor breathed, "Gives up after that. A million million."

"But there's nothing here," Donna shook her head, "There's no one."

"And not a sound. A million million life forms and silence in the Library."

"But there's no one here. There's just books. I mean, it's not the books, is it? I mean, it can't be the books, can it? I mean, books can't be alive?"

They each exchanged a glance before the Doctor and Donna slowly reached out cautiously towards a book lying on the railing before them. Just as they nearly touched it…

"Welcome!" a voice shouted behind them, the Professor spinning around with her blaster out and ready, but there was no one there.

"That came from in there!" Donna spun around.

"Yeah!" the Doctor ran back up the stairs with the girls to see what looked like a white modern art statue with a living face standing in reception.

"I am Courtesy Node 7-1-0/aqua," she stated as the Professor put the blaster away, "Please enjoy the Library and respect the personal access codes of all your fellow readers regardless of species or hygiene taboo."

"That face, it looks real," Donna remarked.

"Yeah, don't worry about it," the Doctor waved her off.

"But a statue with a real face, though! It's a hologram or something, isn't it?"

"No, but really, it's...fine."

"Additional," the node cut in, "There follows a brief message from the head librarian for your urgent attention. It has been edited for tone and content by Felman Lux Automated Decency Filter. Message follows. 'Run. For God's sake, run. No way is safe. The Library has sealed itself, we can't...oh, they're here. Arg. Slarg. Snick.' Message ends. Please switch off your mobile comm. units for the comfort of other readers."

"So that's why we're here..."

"Any other messages, same date stamp?" the Professor asked seriously.

"One additional message," the node replied, "This message carries a Felman Lux coherency warning of 5, 0, 11..."

"Yeah, yeah, fine, fine, fine, just play it," the Doctor cut in.

"Message follows. 'Count the shadows. For God's sake, remember...if you want to live, count the shadows.' Message ends."

"Donna..."

"Yeah?" she breathed.

"Stay out of the shadows," the Professor ordered, looking around cautiously.

"Why, what's in the shadows?" she frowned. They didn't answer, simply turned and walked through another door into an aisle of bookshelves several stories high, "So...we weren't just in the neighborhood."

"Yeah, we kind of, sort of lied a bit," the Doctor admitted, "We got a message on the psychic paper," he held it out to her, 'The Library. Come as soon as you can. X.' was written on it, "What do you think? Cry for help?"

"Cry for help…with a kiss?" Donna held the paper up with an eyebrow raised.

"Oh, we've all done that."

"We have?" the Professor narrowed her eyes at him.

"Well…" he fumbled, "I'm…I'm sure some of us have. Not me. No, not personally, not me. Nope."

"Who's it from?" Donna shook her head, handing it back.

"No idea."

"So why did we come here? Why did you..."

"Doctor!" the Professor turned around as the lights at the end of the corridor started to go out.

"What's happening?"

"Run!" the Doctor shouted. They ran down the hall till they came to a door. The Doctor tried to open it but it was stuck, "Come on!"

"What, is it locked?"

"Jammed! The wood's warped!"

"Sonic it, use the thingy!"

"I can't, it's wood!"

"What, it doesn't do wood?"

"Hang on, hang on, if I can vibrate the molecules, fry the bindings, I can shatterline the interface..."

"Move!" the Professor ordered. He jumped aside as she kicked the door open. They ran into the room, her and Donna slamming the doors shut as he grabbed a book to bolt it and hold it closed.

He looked up to see the Professor eyeing something and turned around, "Oh!" there was a small sphere with a lens in it hovering before them, "Hello! Sorry to burst on you like this. OK if we stop here for a bit?"

It dropped to the ground.

"What is it?" Donna asked.

"Security camera. Switched itself off," he crouched down and picked it up, sonicing it quickly, "Nice door skills," he grinned at the Professor. She made no comment, eying the room for danger instead.

"What was that, what was after us? I mean, did we just run away from a power cut?"

"Possibly."

"Are we safe here?"

"Course we're safe. There's a little shop," he nodded towards a wall, to a sign pointing towards the shop, before sighing. He'd been hoping that this trip would be an interesting one, not quite this interesting though. He hadn't even thought about visiting the Library till they'd gotten that message and then he'd nearly smacked himself for not thinking of it. The Professor always did love reading.

~/~\~

_"There you are!"_

_The little 8 year old girl he'd been watching let out a gasp and pulled the book she'd been reading close to her chest, looking up in alarm only to see him standing there. She stared at him, wide eyed, as he plopped down across from her, resting his back against a bookshelf, grinning at her._

_"I've been looking everywhere for you!" he informed her and he had. Ever since last night when he'd run into her and taken her to the healers, he hadn't been able to stop thinking of her, if she was alright, what happened to her wrist, if she needed any help, why she seemed so...sad...what she'd look like smiling instead..._

_He reached out to pick up a book from a small stack beside her only to drop it back down, "Always in the last place you look eh? Should have started here don't you think?" he looked at her but she just stared at him, unmoving, though her alarmed gaze had turned somewhat wary. He nearly frowned at that, had he startled her that much?_

_"Oh well," he shrugged, moving to sit cross-legged, "Found you now haven't I?" still she was silent, "Blimey you're a bit quiet aren't you?" she just eyed him oddly, "Nothing wrong with that though, bet you're a great listener then. I wouldn't know, mum keeps telling me I've a gob that doesn't stop. She's probably right, I mean two years ago I actually talked so much I gave my brother an earache. Can you imagine? A proper earache!" he laughed but she just kept watching him silently._

_"Tell you one thing," he leaned forward, whispering conspiratorially, "If you really don't want me to get started, don't mention the Earth, it's my favorite planet in the whole Universe," he leaned back, "Have you learned about Earth yet? Nah, probably not, you're new aren't you?" he watched her, making sure that he didn't speak this time till she gave him some sign that she understood their language._

_She was still a long while before seeming to realize he was waiting on her acknowledgement._

_A short nod was all he got, more of a jerk of the head really, and even then she pulled her legs in, smushing the book between them and her chest as she hugged the book towards her, watching him over her knees._

_"Oh you'll love it I know," he grinned, very pleased with himself for having gotten that nod out of her, "Trust me. It's this amazing planet, it's about 70 percent water and looks like a big blue ball with white swirls floating out among the stars. And there are these people who live there, humans they're called, and they're fantastic. I mean, the things they'll come up with, the thing's they'll survive...really, you're gonna enjoy that class a lot when you get to it. By the way, what are your classes like?"_

_She blinked and frowned, confusion on her face._

_"I just want to know which classes you're in so I can meet you there."_

_Her frown deepened._

_He blinked, "So I can carry your books for you," he eyed her arm, "That casing can't be very comfortable and it's probably best you don't strain it," he reached out and gently pulled her arm away from her, examining the casing around her wrist, "How did that happen by the way? It's too old to have happened here, but too recent to be so painful," he looked up at her, "Did this happen just before you left?"_

_She looked down and nodded._

_His expression grew grim, "Did someone do this to you?"_

_She pulled her arm back, uncomfortable, and hugged herself again, looking away._

_He nodded, that was all he needed to know, "Well, I can't do anything more for your wrist, sorry," she looked at him sharply, seeming almost stunned at his apology, "But I can help you with your classes, like I said, carry your supplies and things for you. If you want…"_

_She was silent._

_He rubbed the back of his neck, embarrassed, before nodding to himself, he'd probably made an idiot of himself just then. She probably thought he was just some mad little boy. He shook his head and gave her a small smile, getting up and turning to head off._

_"Why?"_

_He froze at the quiet voice. If it hadn't been so silent in the Academy's library, he probably would have missed it. But he'd heard it, the soft, breathy question from the girl behind him. He smiled to himself, she had a very nice voice judging by the one word he'd heard._

_He turned around, "Why what?"_

_She hesitated, biting her bottom lip a moment, seeming to debate with herself whether to speak again, "Why…are you being so…nice…to me?" she asked, speaking haltingly._

_He nearly frowned again. It was almost as if she wasn't used to speaking out loud. But why would that be?_

_He shook his head, plenty of time to figure that out later. For now, he had a question to answer. He grinned and plopped himself back down, though this time beside her, noting how she shied away slightly, jumping at the sudden move, looking very much frightened at his nearness._

_He shrugged, "I like helping people. I don't like seeing them so sad and hurt so I try my best to make them feel better."_

_She was quiet a moment, "Like a doctor?"_

_He blinked, looking at her suspiciously, "You said you hadn't gotten to that lesson yet!" he pointed a mock accusing finger at her._

_"You did," she said hesitantly, sounding almost afraid to contradict him._

_"I did what?" he frowned, confused._

_"You said I hadn't," she answered, "Not me."_

_He blinked again, "So I did," he nodded, smiling, before he realized something, "Wait a minute! Lessons only started yesterday...and you're new..." he KNEW she was new. He'd been trying to place her all night, going over as many people as he'd seen in the Academy only to come up with nothing. He doubted he'd forgotten having seen her before, he'd easily been able to call up an image of her in his mind, so she had to be someone who'd just arrived, probably the day before lessons began when all the new children arrived, "You COULDN'T have gotten to Earth yet!"_

_She shifted slightly, lifting up her book for him to see that it was one on Earth._

_"Oh..." he nodded, laughing at himself for how he'd actually believed for a moment that she wasn't as new as he thought, "Good on you! You tricked me! Oh my friend would love to meet you, he's always trying to trick me. Never really works. You could give him lessons eh? I'm supposed to go meet him in a few minutes, you should come…" his grin faded, seeing her tense, looking uncomfortable at the mention of another person. He realized she must be shier than he thought she was if just the thought of two people speaking to her made her that uncomfortable._

_He looked down at her as she looked away from him and nodded, "Ah well, he'll be fine on his own," she looked at him, startled, and he could see it in her eyes, she fully expected him to go play with his friend and not stick with her. But, if there was one thing he was, it was unexpected, and...he just couldn't bring himself to leave her alone like that. There was just...something about her that made him want to be around her, try and get her to laugh, smile, talk..._

_He shook his head, "He just wanted to teach me how to play Earth chess anyway," he rolled his eyes, "He's always doing that you know, picking games and learning them, wanting to 'teach' me them. Really, I think he just likes winning."_

_They fell into a small, though very comfortable, silence for a few minutes before…_

_"I can."_

_He looked at her, startled, "What?"_

_She looked away, a tiny hint of pink on her cheeks, "Teach you."_

_His eyes widened, "You know how to play Earth chess?"_

_She gave a small nod, "Mum."_

_He nodded, her mother had taught her. Lots of parents had games from other planets that they enjoyed teaching their children. His dad had taught him Nukeball ages ago, his mother had been fuming, to say the least, when she'd come back home to see the yard half destroyed._

_"And you'll teach me?" he asked. She nodded again and he beamed, "Well let's get to it!" he cheered, jumping up and holding out a hand to her._

_She flinched back, closing her eyes, tensing quickly._

_His eyes widened and he quickly dropped his hand, kneeling down before her, "Hey," he called softly, seeing her still tense, "It's alright, hey…" he reached out and placed a hand on her uncased one, gripping her book so tightly her knuckles were white, "It's ok," he whispered._

_She slowly blinked her eyes open again, glancing at him a moment before looking down, tears in her eyes._

_"I'm sorry," he murmured, she looked back up at him, startled again, and he realized, whatever it was that had made her so quiet and easily startled must have hurt her badly, and, chances were, whatever or whoever it was never apologized, "I didn't mean to scare you," he pulled his hand away and held it, palm up, waiting for her to make the first move._

_She eyed his hand a moment, then him, searching his eyes for something, before looking back at his hand, tentatively reaching out her uncased hand and rested it on his palm._

_He beamed at her and gently pulled her to her feet, "How 'bout that chess game eh?" he took the book from her, tucking it under his arm as he entwined their fingers, nodding his head towards the end of the row, back towards the main doors to the library._

_She gave him a small nod and he laughed, "You do know you'll have to actually talk and explain the game to me yeah? I can't just guess what I'm doing wrong from your expressions."_

_He was rewarded with another nod and a small, admittedly very cute, smile._

~/~\~

He smiled to himself at the memory when the lens of the camera popped off, pulling him from his thoughts, "Gotcha!"

'No, stop it, no, no!' displayed across the camera in digital letters.

"Oh, I'm sorry!" his eyes widened, "I really am, I'm sorry, I'm so sorry," he handed it to the Professor gently, allowing her to scan it without hurting it.

"It's alive," she replied, just rolling it in her hands a bit.

"You said it was a security camera," Donna looked at the Doctor.

"It is," the Professor confirmed, "But it's sentient."

'The Library is breached,' the words displayed again, 'Others are coming.'

"Others?" Donna frowned, "What's it mean, 'others?'" she turned and walked over to another node, "Excuse me, what does it mean, 'others?'"

"That's barely more than a speak your weight machine, it can't help you," the Doctor called.

"So why's it got a face?" Donna asked as it spun around to reveal a man.

"This flesh aspect was donated by Mark Chambers on the occasion of his death," the node replied.

"It's a real face?"

"It has been actualized individually for you from the many facial aspects saved to our extensive flesh banks. Please enjoy."

"It chose me a dead face it thought I'd  _like_? That statue's got a real dead person's face on it..."

"It's the 51st century, that's...basically like donating a park bench," the Doctor commented.

"It's donating a face!"

She started to back away when the Doctor grabbed her, "No, wait, no!"

"Oi!" she slapped him away, "Hands!"

"The shadow, look…"

She looked down at a shadow jutting into a lightened area of the floor, "What about it?"

"'Count the shadows,'" the Professor repeated.

"One. There, I counted it, one shadow."

"Correct...but what's casting it?" she asked as they looked around but couldn't see anything that could have cast it. The Professor did notice something else though, "Doctor," she called, pointing at a lamp flickering in the darkness that surrounded them.

"Oh!" his eyes widened, "I'm thick! Look at me, I'm old and thick! Head's too full of stuff, I need a bigger head!" he turned to her, "How do you fit it all in that small one?"

"If you could focus?"

"Power must be going," Donna commented, eyeing the lamp.

"This place runs on fission cells. They'll outburn the sun."

"Then why is it dark?"

"It's not dark," she nodded towards where the shadow had been.

"That shadow. It's gone."

"We need to get back to the TARDIS," the Doctor decided.

"Why?"

"Because the shadow hasn't gone," the Professor replied, "It's moved."

"Reminder," the node called, "The Library has been breached, others are coming. Reminder: the Library has been breached, others are coming. Reminder: the Library has been breached..."

A door burst open on the other end of the room and six people in white spacesuits entered. Their leader paused a moment before walking straight over to the Doctor and Professor, switching her visor to transparent to reveal a smiling, female face with light brown curls.

"Hello sweetie," she grinned at the Doctor before winking at the Professor, "Sweetums."

"Get out!" the Doctor shouted.

"Doctor…" Donna called.

"All of you, turn around, get back in your rocket and fly away! Tell your grandchildren you came to the Library and lived, they won't believe you."

"Pop your helmets, everyone," the leader called as her crew did so, "We've got breathers."

"How do you know they're not androids?" a young woman with short black hair asked.

"'Cos I've dated androids. They're rubbish."

"Who is this?" an older man eyed the trio, "You said we were the only expedition, I paid for exclusives."

"I lied, I'm always lying. Bound to be others."

"Miss Evangelista, I want to see the contracts."

"You came through the north door, yeah?" she turned back to the Time Lords, "How was that, much damage?"

"Please, just leave," the Doctor continued, "I'm asking you seriously and properly, just leave before the Professor grabs her blaster an...hang on. Did you say expedition?"

"My expedition, I funded it," the older man called.

"Oh, you're not, are you? Tell me you're not archaeologists."

"Got a problem with archaeologists?" the leader raised an eyebrow at him.

"We're time travelers. We point and laugh at archaeologists. Seriously," he nodded at the Professor, "She really has."

"Ah. Professor River Song, archaeologist."

"River Song, lovely name," he shook her hand and led her back towards the door, "As you're leaving, and you're leaving now...you need to set up a quarantine beacon. Code-wall the planet, the whole planet. Nobody comes here, not ever again...not one living thing, not here, not ever."

"Stop," the Professor grabbed the arm of the short haired woman, yanking her back.

The Doctor looked over, "What's your name?"

"Anita."

"Anita, stay out of the shadows. Not a foot, not a finger in the shadows till you're safely back in your ship."

"Do it," the Professor warned. Anita nodded and stepped back, the Professor releasing her arm in the process.

"Goes for all of you," the Doctor added, "Stay in the light. Find a nice, bright spot and just stand. If you understand me, look very, very scared," they just looked at him blankly while River smiled, "No, bit more scared than that," the young woman, Evangelista, did looked a bit scared though, "OK, do for now. You, who are you?"

"Uh, Dave," one of the men blinked as the Doctor turned to him.

"OK, Dave..."

"Oh, well Other Dave, because that's Proper Dave the pilot," he pointed to another young man, "He was the first Dave, so when we..."

"Other Dave, the way you came," he pulled him to the door, "Does it look the same as before?"

"Yeah…oh, it's a bit darker."

"How much darker?" the Professor called, walking over.

"Oh, like I could see where we came through just like a moment ago. I can't now."

"Seal up this door," she ordered, turning to the Doctor, "We need to find another way out."

He nodded at Other Dave as he got to work, the two of them walking back to the group.

"We're not looking for a way out!" the older man shouted, "Miss Evangelista?"

Evangelista stepped over to the trio with papers in her hand, "I'm Mr. Lux's personal...everything. You need to sign these contracts agreeing that your individual experience inside the Library are the intellectual property of the Felman Lux Corporation."

"Right, give it here," the Doctor took a paper along with the Professor.

"Yeah, lovely," Donna took one as well, "Thanks."

And then the three tore them in half and then to pieces.

"My family built this Library!" Lux shouted, "I have rights!"

"You have a mouth that won't stop," River rolled her eyes before turning to the Professor, "You think there's danger here sweetums?"

The Professor could only narrow her eyes at the nickname.

"Something came to this Library and killed everything in it," the Doctor cut in, "Killed a whole world. Danger? Could be."

River eyed him a moment, "Long time since YOU'VE said something was dangerous," she muttered before shaking her head, "That was 100 years ago. The Library's been silent for 100 years. Whatever came here is long dead."

"Bet your life?"

She smiled, "Always."

"What are you doing?" Lux demanded, turning to Other Dave.

"She said seal the door," he shrugged.

"Torch!" the Doctor called, snatching the light from Lux's hands.

"You're taking orders from her?" Lux continued.

"Spooky, isn't it?" the Doctor grinned, walking to the other side of the room and looking around, using the torch on the dark corners while the Professor stood 'at ease,' eyeing the dark, "Almost every species in the Universe has an irrational fear of the dark. But they're wrong. 'Cos it's not irrational."

"It's Vashta Nerada," the Professor stated.

"What's Vashta Nerada?" Donna frowned.

"It's what's in the dark. It's what's always in the dark."

The Doctor spun around, "Lights! That's what we need, lights. You got lights?"

"What for?" River asked.

"Form a circle," the Professor ordered, "A safe area."

The Doctor nodded, "Big as you can, lights pointing out."

"Oi!" River turned to the crew, "Do as they say."

"You're not listening to them?" Lux shouted.

"Apparently, I am. Anita, unpack the lights. Other Dave, make sure the door's secure, then help Anita. Mr. Lux, put your helmet back on, block the visor. Proper Dave, find an active terminal. I want you to access the Library database, see what you can find about what happened here a hundred years ago. Pretty Boy, Sergeant, you're with me. Step into my office," she turned and walked to a desk with a terminal behind it.

"Professor Song, why am I the only one wearing my helmet?" Lux asked as she walked past.

"I don't fancy you."

The Doctor walked over to Proper Dave, "Probably I can help you…"

"Pretty Boy!" River shouted, "With me I said. You too Sergeant."

"Oh, I'm Pretty Boy?" the Doctor turned around, dumbfounded.

"Yes," Donna nodded, "Oh, that came out a bit quick!"

"Pretty?"

"Meh."

"Suppose that makes me Sergeant," the Professor reasoned. The Doctor could only shrug as they walked over to River.

"Don't let your shadows cross!" the Doctor ordered, "Seriously, don't even let them touch. Any of them could be infected."

"How can a shadow be infected?" Other Dave wondered.

River unpacked things from her bag as they approached, pulling out an old TARDIS-shaped book, "Thanks."

"For what?" the Doctor asked.

"The usual. For coming when I call."

"Oh, that was you?"

"You're both doing a very good job, acting like you don't know me. I'm assuming there's a reason."

"A fairly good one, actually."

River eyed the Professor curiously, "You alright?"

"Fine," she replied shortly, "Why?"

"You're…a bit silent…" she remarked but then shrugged, putting it off as an aftereffect of regeneration, "OK, shall we do diaries, then? Where are we this time? Uh, going by your faces, I'd say it's early days for you two. Yes? So, um..." she flipped a few pages, "Crash of the  _Byzantium_ , have we done that yet?" she looked at the Professor who stared back expressionless. She'd noticed the Professor was more closed off than she'd ever seen her and turned to the Doctor instead for some sort of clue, only to see him equally as expressionless, "Obviously ringing no bells," a few more pages, "Right, um, oh. Picnic at Asgard. Have we done Asgard yet?" more stares, "Obviously not. Blimey, very early days, then. Huh, life with time travelers, never knew it could be such hard work," she looked between them, eyeing their faces carefully, before gasping, "Look at you! You're young."

"We're really not, you know," the Doctor commented.

"Nah, but you are. Your eyes. You're younger than I've ever seen you."

"You've seen us before, then?" he wondered, shifting under her gaze, the Professor tensing, cautious now.

"Doctor...Professor…please…tell me you know who I am?"

"Who are you?"

Before she could answer a loud, ringing alarm sounded.

"Sorry, that was me," Proper Dave called, "Trying to get through into the security protocols, I seem to have set something off. What is that? Is that an alarm?"

"Doctor?" Donna called, "Professor? That sounds like..."

"It is," the Doctor rushed over to the terminal with the Professor, "It's a phone!"

"I'm trying to call up the data core, but it's not responding," Proper Dave told him, "Just that noise."

"But it's a phone!" Donna shook her head.

"Let me try something," the Doctor typed in a code to see it still said 'Access Denied,' "OK, doesn't like that, let's try something else…" a moment later a little girl in a sitting room appeared, "OK, here it comes," he looked up to see her, "Hello?"

"Hello," the little girl turned around, "Are you in my television?"

"Well, no, I'm...I'm...sort of in space. I...I was trying to call up the data core of a triple-grid security processor…"

"Would you like to speak to my dad?"

"Dad or your mum, that'd be lovely."

"I know you! You were in my Library."

" _Your_  Library?"

"The Library's never been on the television before. What have you done?"

"Ah, I...I just rerouted the interface..." the screen moved to static and back to 'Access Denied.'

"What happened, who was that?" River asked.

The Doctor typed in a few more keys but nothing happened.

"We need another terminal," the Professor stated, turning around and walking over to the one by the desk.

"Keep working on those lights, we need those lights!" the Doctor shouted, running to join her.

"You heard him, people, let there be light," River called, walking after them. She scooped up the diary off the desk just as the Doctor started reaching for it, "Sorry. You're not allowed to see inside the book, it's against the rules."

"What rules?"

"Her rules," she nodded at the Professor, the one who always enforced it whenever the Doctor got curious.

Suddenly books started flying off the Library shelves.

"What's that?" the Doctor ducked, "I didn't do that, did you do that?" he looked at the Professor who shook her head, so he turned to Proper Dave, "Did you do that?"

"Not me," he called.

"What is CAL?" the Professor asked. He turned around to see 'Access Denied' on the screen but this time with 'CAL' at the top.

The books stopped falling for a moment or two before starting up again, "What's causing that?" River ducked down, "Is it the little girl?"

"But who is the little girl?" the Doctor asked, "What's she got to do with this place?"

"How does the data core work?" the Professor turned to River, "What's the principle? What is CAL?"

"Ask Mr. Lux," she replied.

The Doctor turned to Lux, "CAL, what is it?"

"Sorry," Lux smirked, "You didn't sign your personal experience contracts."

"Mr. Lux!" he called quickly, seeing the Professor's jaw tense and her hand moving for her blaster, "Right now, you're in more danger than you've ever been in your whole life. And you're protecting a patent?"

"I'm protecting my family's pride!"

"Well, funny thing, Mr. Lux, I don't want to see everyone in this room dead because some idiot thinks his pride is more important."

"Then why don't you sign his contract?" River retorted, "I didn't either. I'm getting worse than you."

"Okay, okay, okay. Let's start at the beginning. What happened here? On the actual day, a hundred years ago, what physically happened?"

"There was a message from the Library. Just one. 'The lights are going out.' Then the computer sealed the planet and there was nothing for a hundred years."

"It's taken three generations of my family just to decode the seals and get back in," Lux remarked.

"Um..." Evangelista called, seeing a panel of the wall behind her open, "Excuse me..."

"Not just now."

"There was one other thing in the last message..." River added.

"That's confidential."

"I trust these two. With my life, with everything."

"You've only just met them!"

"No,  _they've_  only just met  _me_."

"Um," Evangelista tried again, "This might be important actually..."

"In a moment!" Lux snapped.

"This is a data extract that came with the message," River held out a small PDA to them.

"'4,022 saved,'" the Doctor read, "'No survivors.'"

"Saved?" the Professor repeated, her eyes narrowing in thought.

"4,022, that's the exact number of people who were in the Library when the planet was sealed," River nodded.

"But how can 4,022 people have been saved if there were no survivors?" Donna asked.

"That's what we're here to find out."

"And so far, what we haven't found are any bodies," Lux remarked.

Suddenly there was a scream and the Doctor bolted out of the room after it, racing through the hidden panel and into a lecture room. The Professor was close behind him, her blaster out and ready, but there was nothing, save dusty books and a skeleton in a shredded white cloth.

"Everybody, careful!" he shouted, "Stay in the light."

"You keep saying that," Proper Dave remarked, "I don't see the point!"

"Who screamed?"

"Miss Evangelista."

"Where is she?"

"Miss Evangelista, please state your current..." River trailed off, speaking into her comm., when her voice echoed from the skeleton, "Please state your current..." she breathed out, "...position," she stepped over, pulling the white cloth forward to reveal the green lights of the communicator on it, "It's her. It's Miss Evangelista."

"We heard her scream a few seconds ago," Anita shook her head, "What could do that to a person in a few seconds?"

"It took far less than a few seconds," the Professor eyed the skeleton, assessing it. It was clean, not even a morsel of flesh still on it.

"What did?"

" _Hello?_ " Evangelista called out of the comm..

"Um, I'm sorry everyone, um, this isn't going to be pleasant," River swallowed, "She's ghosting."

"She's what?" Donna frowned.

" _Hello, excuse me? I…I'm sorry, hello? Excuse me?_ "

"That's...that's her, that's Miss Evangelista!"

"I don't want to sound horrible, but couldn't we just...you know?" Other Dave asked.

"This is her last moment...no, we can't," River snapped, "A little respect, thank you."

" _Sorry, where am I? Excuse me?_ "

"But that's Miss Evangelista," Donna remarked.

"It's a data ghost," the Professor replied.

"She'll be gone in a moment," River nodded before speaking into her comm., "Miss Evangelista, you're fine, just relax. We'll be with you presently."

"What's a data ghost?" Donna asked.

"There's a neural relay in the communicator," the Professor stated, "It lets you send thought mails. Those green lights," she nodded at the blinking lights of Evangelista's comm., "At times it can hold an impression of a living consciousness for a short time after death."

"Like an after image," the Doctor nodded.

"My grandfather lasted a day," Anita recalled, "Kept talking about his shoelaces."

"She's in there!" Donna gasped.

" _I can't see, I can't...where am I?_ "

"She's just brainwaves now," Proper Dave shook his head, "The pattern won't hold for long."

"She's conscious!" Donna continued, "She's thinking."

" _I can't see, I can't...I don't know what I'm thinking._ "

"She's a footprint on the beach," the Doctor said softly, "And the tide's coming in."

" _Where's that woman? The nice woman...is she there?_ "

"What woman?" Lux frowned.

"She means...I think, she means me," Donna whispered, recalling how she'd talked to the young girl when the others had shunned her help.

" _Is she there? The nice woman?_ "

"Yeah, she's here, hang on," River opened the comm., "Go ahead. She can hear you."

" _Hello? Are you there?_ "

Donna shook her head in horror, not wanting to do it, when the Doctor put a hand on her shoulder, "Help her."

"She's dead."

"Yeah. Help her."

" _Hello? Is that the nice woman?_ "

"Yeah," Donna swallowed hard, "Hello. Yeah, I'm...I'm...I'm here. You OK?"

" _What I said before, about being stupid. Don't tell the others, they'll only laugh._ "

"Course I won't. Course I won't tell them."

" _Don't tell the others, they'll only laugh..._ "

"I won't tell them. I said I won't."

" _Don't tell the others, they'll only laugh._ "

"I'm not going to tell them."

The lights started to blink faster, " _Don't tell the others, they'll only laugh._ "

"She's looping now," River remarked, "The pattern's degrading."

" _I can't think, I...don't know, I...I...I...Ice cream. Ice cream. Ice cream. Ice cream._ "

"Does anybody mind if I..." River stepped forward and turned off the relay.

"That was...that was horrible," Donna breathed, "That was the most horrible thing I've ever seen…" the Doctor put his arm around her comfortingly as she wept.

"No. It's just a freak of technology. But whatever did this to her, whatever killed her...I'd like a word with that."

"I'll introduce you," the Doctor rushed back to the main room, the rest following, "We're gonna need a packed lunch."

"Hang on," River moved over to her bag, crouching down as the Doctor and Professor joined her, rummaging through it for the meal, pulling out her diary first.

"What's in that book?" the Doctor asked, kneeling down as the Professor remained standing, on alert.

"Spoilers."

"Who are you?"

"Professor River Song, University of..."

"To us. Who are you to us?"

"Again...spoilers," she handed him the lunch box, "Chicken and a bit of salad. Knock yourself out."

He stood up, "Right, you lot. Let's all meet the Vashta Nerada!" he handed the Professor the box to hold as he pulled out the sonic and examined the shadows with it.

"You travel with them, don't you?" the Professor heard River say to Donna, "The Doctor and the Professor, you travel with them."

"What of it?" Donna asked.

"Proper Dave, could you move over a bit?" the Doctor asked as he came to Proper Dave's feet.

"Why?"

"Over there by the water cooler. Thanks," Proper Dave walked off and he continued his task.

"You know them, don't you?" Donna asked River.

"Oh, God, do I know them," she laughed, "We go way back, those two and me. Just not this far back."

"I'm sorry, what?"

"They haven't met me yet. I sent them a message but it went wrong, it arrived too early. This is the Doctor and Professor in the days before they knew me. And the way they look at me…" she shook her head, "He looks right through me and she looks at me like I could be the enemy...and it shouldn't kill me, but it does."

"What are you talking about? Are you just talking rubbish? Do you know them or don't you?"

"Donna!" the Doctor snapped, "Quiet! I'm working."

"Sorry!"

"Donna?" River's eyes widened, "You're Donna? Donna Noble?"

"Yeah. Why?"

"I do know them. But in the future. Their personal future."

"So why don't you know me? Where am I in the future?"

The Doctor leapt to his feet, "OK, we've got a live one! That's not darkness down those tunnels, this is not a shadow. It's a swarm. A man-eating swarm."

He nodded at the Professor and she threw the chicken leg from the box into the shadows. By the time it hit the ground it was bone.

"Vashta Nerada, the piranhas of the air," the Professor explained as the crew gathered, stunned, "Literally translated it means 'the shadows that melt the flesh.' A majority of planets have them in small clusters," she looked at the Doctor, "I've never heard of an infestation on this scale or this aggressive."

He nodded, that was a bad, bad thing.

"What d'you mean, a majority of planets?" Donna frowned, "Not Earth?"

"Mmmm," the Doctor nodded, "Earth, and a billion other worlds. Where there's meat, there's Vashta Nerada. You can see them sometimes, if you look. The dust in sunbeams."

"If they were on Earth, we'd know."

"Nah, normally they live on road kill. But sometimes people go missing. Not everyone comes back out of the dark."

"Every shadow?" River looked around.

"No," the Professor stated, "But  _any_  shadow."

"So what do we do?"

"Daleks, aim for the eyestalk. Sontarans, back of the neck. Vashta Nerada..."

"Run," the Doctor cut in, "Just…run."

"Run?" River scoffed, "Run where?"

"This is an index point," the Professor turned to her, going through the different layouts she'd memorized for the Library, "There must be an exit teleport somewhere…"

"The little shop!" Donna exclaimed, "They always make you go through the little shop on the way out so they can sell you stuff."

"You're right!" the Doctor cheered, "Brilliant! That's why I like the little shop!"

"OK, let's move it!" Proper Dave grinned, turning to head towards the shop.

"Don't move," the Professor ordered him, a hard edge in her voice that gave him pause.

"Why?" he frowned.

"I'm sorry," the Doctor swallowed, "I am so, so sorry. But you've got two shadows," everyone looked down at Dave's feet to see two shadows, horrified, save the Professor who simply eyed the shadows with narrowed eyes.

"It's how they hunt," she stated, "They latch on to a food source and keep it fresh."

"What do I do?" Dave gasped.

"You stay absolutely still," the Doctor told him, "Like there's a wasp in the room, like there's a million wasps."

"We're not leaving you, Dave," River reassured him.

"Course we're not leaving. Where's your helmet? Don't point, just tell me."

"On the floor, by my bag," Dave nodded in that direction.

Anita moved to fetch it when the Doctor called out, "Don't cross his shadow!" he took the helmet from her, "Thanks. Now, the rest of you, helmets back on and sealed up. We'll need everything we've got," he put the helmet on Dave.

"But, Doctor, we haven't got any helmets," Donna reminded him.

"Yeah, but we're safe anyway."

"How are we safe?"

"We're not, that was a clever lie to shut you up. Professor," he turned to the Professor to specify which of the two women he was speaking to, "Any way the suits can help?"

"What good are the damn suits?" Lux cried, "Miss Evangelista was wearing her suit, there was nothing left."

"Custom made suits," she touched River's suit, analyzing it, "Ready for any environment or danger, threaded with mesh density for possibly explosions…" she looked at him, "If we increase that to 800 percent it would make it more difficult for the Vashta Nerada to get in."

He nodded, "OK," he turned to Proper Dave and soniced the suit, "800 percent! Pass it on," he held it up to River but she just held up one of her own, similar but older, with a red light.

"Gotcha!" River smiled.

"What's that?"

"It's a screwdriver."

"It's sonic."

"Yeah, I know. Snap!" she turned and began sealing everyone's suits while the Doctor watched her with suspicion.

He caught the Professor's eye and she nodded.

He reached out and grabbed Donna's hand, "With us, come on!" and dragged her through the shop.

"What are we doing, we're shopping?" Donna asked, confused, "Is it a good time to shop?"

"No talking, just moving! Try it! Right, stand there in the middle," he positioned her on the teleport pod, while the Professor went to the controls, setting them, "It's a teleport. Stand in the middle. Can't send the others, TARDIS won't recognize them."

"What are you doing?"

"You don't have a suit, you're not safe!"

"You don't have a suit, so you're in just as much danger as I am and I'm not leaving..."

"Donna! Let us explain," he pointed at the Professor who pulled a lever and Donna teleported away, he turned to her and grinned, "Oh, that's how you do it!"

"Doctor!" River called, "Professor!"

They ran back to see Proper Dave only had one shadow now, "Where did it go?"

"It's just gone," Proper Dave replied, "I...I looked round, one shadow. See."

"Does that mean we can leave?" River looked at the aliens, "I don't want to hang around here."

"I don't know why we're still here," Lux rolled his eyes, "We can leave him, can't we? I mean, no offence..."

"Shut up, Mr. Lux."

"Did you feel anything?" the Professor stepped up to stand before Dave, "An energy transfer?"

"No, no, but, look, it's…it's gone," he turned in a circle to show her.

"Stop there," the Doctor pulled her back, "Stop, stop, stop there, stop moving!"

"They are never just gone," the Professor frowned slightly, eyeing Dave's shadow, "And they never give up."

The Doctor knelt down and started to flash the shadow with the sonic, "Well, this one's benign."

"Hey, who turned out the lights?"

"No one, they're fine."

"No, seriously, turn them back on!"

"They are on," River called.

"I can't see a ruddy thing."

"Dave, turn round," the Doctor ordered lightly.

Proper Dave turned around to the group, his face invisible in the darkness of the helmet, "What's going on? Why can't I see? Is the power gone, are we safe here?"

"Dave, I want you stay still, absolutely still," Dave stiffened, "Dave...Dave? Dave, can you hear me, are you alright? Talk to me, Dave."

"I'm fine, I'm OK, I'm...I'm fine."

"I want you to stay still, absolutely still."

"I'm fine, I'm OK, I'm…I'm fine. I can't...why can't I? I...I can't...why can't I? I...I can't...why can't I? I..."

"He's gone," River breathed as the lights on the relay started to blink, "He's ghosting."

"Then why is he still standing?" Lux asked.

"Hey!" Proper Dave called, "Who turned out the lights? Hey! Who turned out the lights?"

Cautiously the Doctor moved closer to Proper Dave.

"Doctor, don't!" River shouted.

The Professor crept closer as well, tense, ready to help should anything happen.

"Dave, can you hear me?" the Doctor asked.

"Hey! Who turned out the lights?" he suddenly grabbed the Doctor by the neck and started choking him, his helmet revealing a skeleton, "Who turned out the lights? Hey! Who turned out the lights?"

The Professor reacted quickly, grabbing Dave's arm and, with a swift jab, snapped his arm which fell limp at his side, freeing the Doctor who the Professor quickly pulled back.

"What did you do!" he demanded as she pulled him away.

"Broke his arm."

He shook his head, now was not the time, and turned to the others, ushering them back, "Back from it, get back, right back!" but then Dave started to slowly approach.

"Doesn't move very fast does it?" River remarked.

"It's a swarm in a suit. But it's learning."

Several shadows suddenly reached out from Dave, across the floor, towards them.

"What do we do?" Lux asked, "Where do we go?"

"See that wall behind you?" River asked, "Duck!" Lux ducked and River pulled out a sonic blaster, cutting a square hole in the wall as the Professor's eyes narrowed.

"Squareness gun!" the Doctor laughed.

"Everybody out. Go, go, go! Move it, move, move! Move it, move, move!"

They ran into the room to see themselves in a shadowy aisle between bookshelves. The Professor rounded on River and grabbed her wrist, holding up the blaster, looking at it, "This is  _my_ blaster."

"No time for that now," she turned to look at the dim hallway, the shadows lining it, "You said not every shadow…"

"But  _any_  shadow!" the Doctor reemphasized.

"Hey! Who turned out the lights?"

"Run!" River shouted, leading the way down the hall

~8~

The Doctor stood on a bin in another section of the Library, working on an overhanging lamp with the sonic. The Professor standing by, 'at ease,' keeping a lookout, when River walked over, "Trying to boost the power," he mumbled, "Light doesn't stop them, but it slows them down."

"So, what's the plan?" River asked, pointing her own sonic up, making the light stronger, "Do we have a plan?"

"Your screwdriver...looks exactly like mine," the Doctor commented.

"Yeah."

"So does your blaster," the Professor held up her own, "It's mine. Older, but mine."

"You gave it to me."

"I don't give my screwdriver to anyone," the Doctor frowned, "And the Professor doesn't let  _anyone_  touch her blaster."

"I'm not anyone."

"Who are you?"

"What's the plan?"

"We teleported Donna back to the TARDIS. If we don't get back there in under five hours, Emergency Program One will activate…"

"Take her home, yeah," River turned to the rest of the group, "We need to get a shift on."

The Doctor looked at his sonic, concerned, "She's not there. I should've received a signal, the console signals me if there's a teleport breach."

"Well, maybe the coordinates have slipped. The equipment here's ancient."

The Doctor ran to a node behind them, "Donna Noble. There's a Donna Noble somewhere in this Library. Do you have the software to locate her position?"

The node spun around, wearing Donna's face, "Donna Noble has left the Library. Donna Noble has been saved."

"Donna!" he cried, horrified.

"Donna Noble has left the Library. Donna Noble has been saved."

"How can it be Donna?" River shook her head, "How's that possible?"

"Donna Noble has left the Library. Donna Noble has been saved."

"Oh, Donna…" the Doctor muttered.

"Donna Noble has left the Library."

"Hey! Who turned out the lights?"

River turned around to see Proper Dave at the end of the aisle, the Professor readied her blaster.

"Doctor!" River shouted.

"Donna Noble has been saved."

"Hey! Who turned out the lights?"

"Donna Noble has left the Library."

"Doctor, we've got to go," the Professor grabbed his arm and pulled him back, "Now!"

"Donna Noble has been saved."

"Hey! Who turned out the lights?"

"Donna Noble has left the Library. Donna Noble has been saved."

"Hey! Who turned out the lights?"

"Donna Noble has left the Library. Donna Noble has been saved."

"Hey! Who turned out the lights?"

"Donna Noble has left the Library. Donna Noble has been saved."

"Hey! Who turned out the lights?"

"Donna Noble has left the Library."

They were cornered as Dave approached them, shadows moving in on them.

"Doctor, Professor, what are we gonna do?" River asked.

"Hey! Who turned out the lights?"

"Donna Noble has left the Library. Donna Noble has been saved."

To be continued…

* * *

**Notes for the Chapter:**

> I HAD to throw that flashback in there. I'm seriously going through a Keta withdrawl and needed SOMETHING even if it was pre-Keta. I really wanted to show that even THEN, the Professor's really been it for the Doctor. I mean, that's the morning after they ran into each other and he's already tracking her down, wanting to help her and check on her, worried about her, already thinking she's cute and nice, choosing to spend time with her over his friend...I bet you can guess who that 'friend' was eh?
> 
> According to wikipedia, Nukeball is a game that was played by the Judoon, but is now illegal on their planet. It'll be making another appearance in a few chapters :) And, speaking of future chapters, I just have to say, the Professor's whole 'breaking arms' thing, is going to show up again, and will probably be a very important move in the next chapter as well.


	10. Forest of the Dead

"Hey! Who turned out the lights? Hey! Who turned out the lights?"

"Down!" the Professor shouted, half shoving the Doctor down as she turned her blaster on the wall behind them, cutting a square hole in it, "Move!"

"Hey! Who turned out the lights?"

They ran into the room, River using her own blaster to seal the wall back up, before turning to see a lightened area in the middle of the room, "Ok, we've got a clear spot. In, in, in! Right in the center, in the middle of the light, quickly! Don't let your shadows cross. Doctor...Professor…"

The Doctor ran over to the edge of the lighted area and began to scan with his sonic, "I'm doing it!"

"There are no lights here," the Professor looked around, before glancing up, "Sunsets coming. We can't stay long."

"Have you found a live one?" River looked at the Doctor.

"Maybe, it's getting harder to tell," he hit the sonic against his hand, "What's wrong with you?"

"We're gonna need a chicken leg. Who's got a chicken leg?" Other Dave handed her one, "Thanks, Dave," she tossed it into the shadows near the Doctor and it was torn apart, "Okay...okay, we've got a hot one. Watch your feet."

"They won't attack until there's enough of them," the Professor warned, "But they've got our scent now, they're coming."

"Who are they?" Other Dave turned to River, "You haven't even told us. You just expect us to trust them."

"He's the Doctor," River explained, "She's the Professor."

"And who are the Doctor and Professor?" Lux demanded.

"The only story you'll ever tell…if you survive them."

"You say they're your friends," Anita remarked, "But they don't even know who you are."

"Listen, all you need to know is this...I'd trust those two to the end of the Universe. And actually, we've been."

"They don't act like they trust you."

"Yeah, there's a tiny problem. They haven't met me yet," she walked over to the Doctor who was watching the Professor as she scanned the sonic, trying to examine it, "What's wrong with it?"

"There's a signal coming from somewhere, interfering with it," the Professor replied.

"Then use the red settings."

"It doesn't have a red setting," the Doctor looked at her.

"Well, use the dampers."

"It doesn't have dampers."

"It will do one day," she held out her sonic.

"So some time in the future, I just give you my screwdriver…"

"And my blaster?" the Professor added.

River smiled, "Yeah."

"Why would we do that?" the Doctor asked as the Professor's eyes narrowed.

"I didn't pluck it from your cold dead hands, if that's what you're worried about."

The Professor tensed.

"And we know that because..." the Doctor frowned.

"Listen to me. You've lost your friend, you're angry, I understand. But you need to be less emotional Doctor. Right now..."

"Less em...I'm not emotional!"

"There are six people in this room still alive, focus on that. Dear God, you're hard work young!" she rounded on the Professor, "And you…you're far too easy!"

"Easy?  _Her?_ " the Doctor raised an eyebrow, "Young? Who  _are_ you?"

"Oh, for heaven's sake!" Lux snapped, "Look at the pair of you! We're all gonna die right here and you're just squabbling like an old married couple."

River sighed, looking between them, "Doctor...Professor...one day I'm going to be someone that you both trust completely, but I can't wait for you to find that out. So I'm going to prove it to you. And I'm sorry. I'm really very sorry," she leaned forward and whispered something in the Doctor's ear before turning and doing the same to the Professor. When she pulled away the Doctor was staring at her, stunned, while even the Professor's eyes were a bit wider, "Are we good Professor? Doctor...are we good?"

"Yeah…" he breathed as the Professor gave a short nod, "Yeah, we're good."

"Good," she turned and walked back to the group.

The Doctor shook his head and got back to the task at hand, "Know what's interesting about my screwdriver? Very hard to interfere with, practically nothing's strong enough...well, some hairdryers, but I'm working on that. And yes," he pointed at the Professor, "I  _will_  get that on my own," before turning back to the others, "So there is a very strong signal coming from somewhere, and it wasn't there before, so what's new, what's changed?" the others looked around, "Come on! What's new? What's different?"

"I dunno, nothing," Other Dave shrugged, "It's getting dark."

"It's a screwdriver, it works in the dark."

"Moonrise," the Professor looked up, "But there's more to it than that…" she turned to Lux, "The moon. What's there?"

"It's not real, it was built as part of the Library," Lux replied, "It's just a doctor moon."

"What's a doctor moon?" the Doctor asked.

"A virus checker. It supports and maintains the main computer at the core of the planet."

"Well, still active," the Doctor turned on the sonic, "It's signaling, look. Someone somewhere in this Library is alive and communicating with the moon, or, possibly alive and drying their hair. No, the signal's definitely coming from the moon. I'm blocking it, but it's trying to break through…"

Suddenly Donna's fuzzy image appeared before them.

"Doctor!" River gasped.

"Donna!" the Doctor's eyes widened as the image faded.

"Doctor, that was your friend! Can you get her back? What was that?"

"Hold on, hold on, hold on. I'm trying to find the wavelength. Ah, I'm being blocked."

"Professor Song?" Anita called suddenly, scared.

"Just a moment," River replied.

"It's important. I have two shadows..."

"OK," River whirled around to see she did have two, "Helmets on, everyone. Anita, I'll get yours."

"It didn't do Proper Dave any good."

"Just keep it together, OK?"

"Keeping it together, I'm only crying. I'm about to die, it's not an overreaction," River put the helmet over her.

"Hang on," the Doctor walked over and soniced the visor black.

"Oh, God, they've got inside!" River gasped.

"No, no, no, I just tinted her visor. Maybe they'll think they're already in there, leave her alone."

"D'you think they can be fooled like that?"

"Maybe. I don't know. It's a swarm, it's not like we chat."

"Can you still see in there?" Other Dave asked Anita.

"Just about," she nodded slightly.

"Just...just...just...stay back," the Doctor warned, "Professors, a quick word, please," the Doctor motioned the two women over.

"What?" River asked.

"Down here," he crouched down and they followed.

"What is it?"

"Like you said, there are six people still alive in this room."

"Yeah, so?"

"So..."

"Why are there seven?" the Professor finished, jumping up and aiming her blaster at the spacesuit standing in the doorway.

"Hey! Who turned out the lights?"

"Run!" the Doctor shouted, grabbing her arm before she could fire and pulling her out while Proper Dave gave chase.

"Hey! Who turned out the lights? Hey! Who turned out the lights? Hey! Who turned out the lights?"

They ran down a corridor connecting two high buildings when the Doctor stopped, "Professor Song, go ahead, find a safe spot."

"It's a carnivorous swarm in a suit, you can't reason with it," River turned to him, only to see the Professor standing beside him, facing back the way they came with her blaster ready.

"Five minutes."

"Other Dave, stay with him, pull him out when he's too stupid to live and arguing with the Professor about it. Two minutes, Doctor."

She, Anita, and Lux ran out as Proper Dave arrived, "Hey! Who turned out the lights?"

"You hear that?" the Doctor asked it, about to move closer when the Professor shot him a look, making him stop, "Those words? That is the very last thought of the man who wore that suit before you climbed inside it and stripped his flesh. That's a man's soul trapped inside a neural relay, going round and round forever. Now, if you don't have the decency to let him go, how about this? Use him. Talk to us. It's easy, neural relay. Just point and think. Use him, talk to us."

"Hey! Who turned out the lights?"

"The Vashta Nerada live on all the worlds in this system, but you hunt in forests," the Professor stated.

"What are you doing in a library?" the Doctor nodded.

"We should go," Other Dave called, "Doctor! Professor!"

"In a minute. You came to the Library to hunt, why? Just tell us why?"

"We...did not…" Proper Dave replied.

"Oh, hello."

"We did not."

"Take it easy, you'll get the hang of it. Did not what?"

"We...did not...come...here."

"Well, of course you did, of course you came here."

"We come from here."

" _From_  here?"

"We hatched here."

"You hatch from trees, from spores in...trees…" the Professor trailed, looking around a moment, scanning the room.

"These are our forests."

"You're nowhere near a forest, look around you," the Doctor replied.

"These are our forests."

"You're not in a forest, you're in a library. There are no trees in a..."

"We should go. Doctor! Professor!"

"You came in the books," the Professor reasoned, "Microspores in millions of books."

"We should go. Doctor! Professor!"

The Professor tensed, glancing over her shoulder at Other Dave.

"Oh, look at that," the Doctor looked out at the bookshelves, "The forests of the Vashta Nerada, pulped and printed and bound. A million million books, hatching shadows."

"We should go. Doctor! Professor!"

The Doctor looked at the Professor, who had shifted her blaster to Other Dave, and looked back to see his skeleton within his helmet, his relay blinking, "Oh Dave! Oh, Dave, I'm so sorry."

The Professor glanced at him and jerked her head a bit backwards. He looked over spotting a square crack in the floor before nodding to her.

"Hey! Who turned out the lights?"

"We should go. Doctor! Professor!"

"Thing about me…" the Doctor said, motioning the Professor back as she switched the gun between the two approaching enemies, "I'm stupid, I talk too much, always babbling on, this gob doesn't stop for anything…well…one thing, though I doubt you'd let me kiss you right now eh?" he eyed the Professor.

She just shot him a look. No.

"Wanna know the only reason I'm still alive?" he turned back to them, "Always stay near the door!" he pointed the sonic down and flashed the floor, falling through the trapdoor the Professor had seen. The two suited men walked over and looked down, only to see they were hundreds of floors above ground and walked off. Not even noticing the two Time Lords hanging under the metal structure of the corridor, the Professor doing her best not to look down.

~8~

River, Anita, and Lux were setting up in another huge room while River examined the shadows with her sonic, "You know...it's funny, I keep wishing the Doctor and Professor were here."

"They are here, aren't they?" Anita asked, "They're coming back, right?"

"You know when you see a photograph of someone you know, but it's from years before you knew them? It's like they're not quite...finished, they're not done yet. Well...yes, the Doctor and Professor are here. They came when I called, just like they always do. But not  _my_  Doctor and Professor. Now THOSE two...I've seen whole armies turn and run away. And the Doctor would just swagger off back to the TARDIS with the Professor and open the doors with a snap of his fingers. The Doctor and Professor...in the TARDIS...next stop: everywhere."

"Spoilers!" the Doctor shouted as he and the Professor ran into the room, "Nobody can open a TARDIS by snapping their fingers. It doesn't work like that."

"It does for the Doctor," River smirked, "The Professor as well."

"I  _am_  the Doctor."

"Yeah. Some day."

He walked over to Anita, "How are you doing?"

"Where's Other Dave?" River looked behind them.

"Not coming."

"Dead," the Professor added bluntly.

"Yes…sorry."

"Well, if they've taken him, why haven't they gotten me yet?" Anita wondered.

"I don't know," he admitted, looking down at her two shadows, "Maybe tinting your visor's making a difference."

"It's making a difference alright. No one's ever going to see my face again."

"Can I get you anything?"

"An old age would be nice. Anything you can do?"

"I'm all over it."

"Doctor...Professor…when we first met you, you didn't trust Professor Song. And then she whispered a word in your ears, and you did. My life so far...I could do with a word like that. What did she say?" they were silent, "Give a dead girl a break. Your secrets are safe with me."

"Safe..." the Professor muttered.

"What?"

"Safe," she stated, "You don't say 'saved,' you say  _safe_."

The Doctor's eyes widened, "The data fragment! What did it say?"

"'4,022 people saved,'" Lux repeated, "'No survivors.'"

"What does it mean?" River shook her head.

"Nobody says saved," the Doctor said, "Nutters say saved, you say  _safe_. But you see, it didn't mean safe, it meant...it literally meant...saved!" he ran to a terminal and started working, bringing up the log from the day the Library shut down, "See, there it is, right there! A hundred years ago, massive power surge, all the teleports going at once. Soon as the Vashta Nerada hit their hatching cycle, they attack. Someone hits the alarm, the computer tries to teleport everyone out."

"It tried to teleport 4,022 people?"

"Succeeded," the Professor countered.

The Doctor nodded, "Pulled 'em all out, but then what? Nowhere to send them, nowhere safe in the whole Library, Vashta Nerada growing in every shadow. 4,022 people all beamed up and nowhere to go. They're stuck in the system, waiting to be sent, like emails. So what's a computer to do? What does a computer always do?"

"It saved them," River breathed.

"The Library's core is the biggest hard drive in history," the Professor stated, "The index to everything ever written, backup copies of every single book. The computer saved 4,022 people the only way a computer can. It saved them to the hard drive."

An alarm sounded.

"What is it?" Lux looked up, startled, "What's wrong?"

"Autodestruct enabled in 20 minutes," the computer announced.

"What's maximum erasure?" River asked, reading if off the screen.

"20 minutes, this planet's gonna crack like an egg," the Doctor replied.

"No!" Lux gasped, "No, it's alright, the doctor moon will stop it. It's programmed to protect CAL."

The screen of the terminal went blank, "No, no, no, no, no, no, no!"

"All Library systems are permanently offline," the computer informed them, "Sorry for any inconvenience. Shortly..."

"We need to stop this, we've got to save CAL!" Lux cried.

"What is it?" the Professor turned to him, "What is CAL?"

"We need to get to the main computer, I'll show you."

"It's at the core of the planet," the Doctor recalled.

"Well, then," River grinned, "Let's go!" she soniced a symbol on the floor and it opened, letting light flow up, "Gravity platform!"

"I bet we like you."

"Oh, you do!"

They all stepped onto the platform and it quickly descended.

"Autodestruct in 15 minutes."

"The data core!" the Doctor muttered, "4,000 living minds, trapped inside it."

"Yeah, well they won't be living much longer, we're running out of time," River remarked as they stepped off the platform and looked around.

"Help me," they heard a little girl cry out, "Please help me. Please, please help me! Help me. Please, help me."

"What's that?" Anita asked.

"Was that a child?" River frowned.

"Computer's in sleep mode," the Professor remarked from a terminal, "It won't wake up."

"Doctor!" River called as she went to the Professor's side, motioning him over, "These readings…"

"I know," he nodded, eying them, "You'd think it was...dreaming."

"It  _is_  dreaming..." Lux admitted, "Of a normal life, and a lovely Dad, and of every book ever written."

"Computers don't dream," Anita remarked.

"Help me. Please help me."

"No," he agreed, "But little girls do," he pulled a lever to open a door and they all ran into the next room. A node spun around to reveal the little girl from the monitor's face.

"Please help me. Please help me."

"Oh, my God!" River gasped.

"It's the little girl," Anita stated, "The girl we saw in the computer."

"She's not in the computer," Lux corrected, "In a way, she  _is_  the computer. The main command node. This is CAL."

"CAL is a child?" the Doctor's eyes widened, "A child hooked up to a mainframe? Why didn't you tell us this? We needed to know this!"

"Because she's family! CAL...Charlotte Abigail Lux. My grandfather's youngest daughter. She was dying, so he built her a library and put her living mind inside, with a moon to watch over her, and all of human history to pass the time, any era to live in, any book to read. She loved books more than anything. He gave her them all. He asked only that she be left in peace. A secret, not a freak show."

"So you weren't protecting a patent, you were protecting her."

"This is only half a life, of course. But it's forever."

"And then the shadows came."

"Shadows," the girl gasped, "I have to...I have to save. Have to save..."

"And she saved them. She saved everyone in the Library, folded them into her dreams and kept them safe."

"Then why didn't she tell us?" Anita asked.

"Because she's forgotten. She's got over 4,000 living minds chatting away inside her head, it must be like...being...well, us," he glanced at the Professor.

"So what do we do?" River looked to them.

"Autodestruct in 10 minutes."

"Easy!" he grinned, "We beam all the people out of the data core, the computer will reset and stop the countdown."

"Difficult," the Professor countered, "Charlotte doesn't have enough memory space left to make the transfer."

"Easy! I'll hook myself up to the computer and she can borrow my memory space!"

"Difficult!" River shouted, "It'll kill you stone dead!"

"Yeah, it's easy to criticize."

"It'll burn out both your hearts and don't think you'll regenerate!"

"I'll try my hardest not to die. Honestly, it's my main thing."

"Doctor!"

"I'm right and this works! Shut up. You don't hear the Professor complaining do you?" River looked over at the woman in question, seeing a hard look come to her eye as she focused on the Doctor, knowing what that look meant, "Now listen, you and Luxy-boy, back up to the main library. Prime any data cells you can find for maximum download, and before you say anything else, Professor Song, can I just mention as you're passing air, shut up!"

"I hate you sometimes!"

"I know!"

"Mr. Lux, with me! Anita, if he dies, I'll kill him!"

River and Lux ran out, leaving the Doctor working frantically, the Professor watching him.

"What about the Vashta Nerada?" Anita asked.

"These are their forests," he agreed, "We're gonna seal Charlotte inside her little world, take everybody else away. The shadows can swarm to their hearts' content."

"So you think they're just gonna let us go?"

"Best offer they're gonna get."

"You're gonna make 'em an offer?"

"They'd better take it, 'cos right now I'm finding it very hard to make any kind of offer at all. You know what... " he glared at the suit, "I really liked Anita. She was brave, even when she was crying, and she never gave in. And you ate her," he soniced the visor to reveal the skeleton inside, "But I'm gonna let that pass. Just as long as you let them pass."

"How long have you known?"

"We counted the shadows. You only have one now," he glanced at the blinking relay, "She's nearly gone. Be kind."

"These are our forests. We are not kind."

"We're giving you back your forests, but you are giving us them. You are letting them go."

He walked over to a terminal as shadows reached out towards him, "These are our forests. They are our meat."

"Don't play games with me! You just killed someone I liked, that is not a safe place to stand. I'm the Doctor, she's the Professor, and you're in the biggest library in the Universe. Look us up."

The shadows paused before retreating, "You have one day."

The suit fell apart and the Doctor breathed a sigh of relief.

"Doctor…" the Professor called. He turned to her, only to be met with a chop to the shoulder, knocking him out, "I apologize."

She turned and went over to the terminal, finishing up the last of his plans and commands when River ran in, "Anita!" she gasped.

"She's been dead a while," the Professor stated, focused on the terminal. River walked over to her and she turned to face the woman who was moving towards her older blaster, "You think you can stop me?"

River swallowed, intimidated to face her in what she was sure would be combat. No matter how much she had learned from the woman, the Professor she knew was always two steps ahead, "You gave me more than just a gun."

She had one thing on her side, she HAD learned from the woman, she knew the tricks the Professor wouldn't think to change just yet.

And so she specifically went for a jab to the chest with her left hand, the Professor automatically moving to block it with her right, grabbing her wrist and moving to chop it with her left, intending to break her arm. But River seemed far too familiar with the move, anticipating it as she grabbed the Professor's left arm with her free right hand and pulled it, bringing the Professor closer and smashing her head against hers, knocking the woman out.

~8~

River was sitting in a large chair, working on some wires when the Doctor and Professor came around, both handcuffed to a pillar one hand in each cuff, unable to get out.

"Autodestruct in 2 minutes," the computer announced.

"Oh, no, no, no, no, come on!" the Doctor struggled, "What are you doing? That's my job!"

"Oh, and the Professor and I are not allowed to have careers, I suppose?" River countered.

"Why are we handcuffed? Why do you even have handcuffs?"

"Spoilers!" River winked at the Professor.

"This is not a joke, stop this now, this is gonna kill you! I'd have a chance, you don't have any."

"You wouldn't have a chance, either of you, and neither do I. I'm timing it for the end of the countdown, there'll be a blip in the command flow. That way it should improve our chances of a clean download."

"River! Please! No!"

"Funny thing is, this means you've always known how I was going to die," she looked at them both with tears in her eyes, "All the time we've been together, you knew I was coming here. The last time I saw you, the real you, the future you, I mean, you turned up on my doorstep, with a new haircut," she looked at the Professor, "And a suit," and then the Doctor, "You took me to Darillium to see the singing towers. Oh, what a night that was! The towers sang and you both cried."

"Autodestruct in 1 minute."

"You wouldn't tell me why, but I suppose you knew it was time. My time. Time to come to the Library. You even gave me your screwdriver and blaster, that should've been a clue," the Doctor spotted the sonics over on River's diary with both hers and the Professor's blaster beside it, too far out of reach despite how he stretched, "There's nothing you can do."

"You can let me do this!"

"If you die here, do you really think the Professor could go on?" he cast an alarmed look at the woman sitting tensely beside him, "And besides, that'll mean I've never met either of you."

"Time can be rewritten," he swallowed hard.

"Not those times. Not one line! Don't you dare!" she took a breath, "It's ok. It's ok, it's not over for you. You'll see me again. You've got all of that to come. You two and me, time and space. You watch us run!" a tear fell from her eyes.

"River…" the Professor began cautiously, her eyes on the woman, "You know our names…"

"Autodestruct in 10..."

"You whispered our names in our ears…"

"...9, 8, 7..."

"There's only one reason we would  _ever_  tell anyone else our names, just one time we could..."

"Hush, now! Spoilers..." she smiled at them.

"...3, 2, 1..."

River plugged together two cables and a blinding light filled the room. When it faded…she was gone. The Doctor stared at the chair in horror, watching as another person died for him, for them.

He sat back, in shock, as the Professor eyed the chair for a long while.

After the silence grew nearly unbearable, the Professor shifted and turned to the cuffs. She eyed them intently before struggling to try and pull her hand out of it. The Doctor watched her, feeling her frustrations mounting as she seemed unable to get out before…

There was a pop as the Professor grabbed her thumb and twisted. He winced, realizing she'd purposely dislocated her thumb in order to pull her hand out from the cuffs. She barely even flinched at the pain. Once she was free, she clutched her hand between her lap, popping it back into place.

He took her hand in his, massaging it gently as they both felt the weight of everything hit them.

~8~

Donna walked through the crowd of restored people in the little shop and over to the Doctor and Professor as they stood by the wall near an exit, the Doctor leaning on it, the Professor 'at ease.'

"Any luck?" the Doctor asked her.

She sighed, "There wasn't even anyone called Lee in the Library that day. Suppose he could have had a different name out here, but let's be honest, he wasn't real, was he?"

"Maybe not."

"I made up the perfect man. Gorgeous, adores me, and hardly able to speak a word. What's that say about me?"

"Everything," she looked at him, offended, "Sorry, did I say 'everything?' I meant to say 'nothing.' I was aiming for 'nothing,' I accidentally said 'everything.'"

"What about you?" she eyed them, "Are you alright?"

"We're always alright."

"Is 'alright' special Time Lord code for...'really not alright at all?'"

"Why?"

"'Cos I'm 'alright,' too."

They looked at each other in understanding before the Doctor nodded towards the door, "Come on."

~8~

The Doctor placed River's diary on the railing near the terminal they'd first gone too, looking out at the landscape.

"Your friend...professor Song..." Donna began, "She knew you in the future, but she didn't know me. What happens to me? Because when she heard my name, the way she looked at me..."

"Donna..." the Doctor glanced at her, "This is her diary. Our future. We could look you up. What do you think? Shall we peek at the end?"

"Spoilers, right?"

"Right."

He stepped back from the journal, allowing the Professor to step up with the sonic. She didn't move to put it down though and instead turned it over in her hands, "We had years to think of a way to save her…" she muttered, popping open a panel on the sonic to reveal a blinking neural relay.

"Oh!" the Doctor's eyes widened, "Oh! Oh, look at that! We're very good!"

"What have you done?" Donna asked.

"Saved her!" the Doctor moved to take it but the Professor simply grabbed his sonic.

"I always could out race you," she told him.

His eyes widened, seeing something in her words. This was not just a matter of her being able to run faster than him…but her  _offering_  to do it…she was coming back!

He nodded and she took off running with all the precision and speed her training had afforded her, straight to the gravity platform, disabling it and jumping down, racing through the basement corridors and jumping over a box to plug the sonic into the computer, uploading River's consciousness into Charlotte's dream world where her crew would join her.

~8~

The Doctor waited for the Professor a little ways away from the TARDIS, smiling at her proudly as she gave him a slightly less stiff nod than he had grown used to during this regeneration. He reached out and took her hand, beaming when she didn't withdraw or tense, but gave him a small squeeze a moment later and walked with him back to the TARDIS. He held out his hand and snapped his fingers.

The doors opened.

Donna stood inside, waiting for them. They entered, the Doctor turning around to look at the door before nudging the Professor. She gave him a look but he nodded at the doors. She held out her own hand and snapped her fingers.

The doors closed.

* * *

**Notes for the Chapter:**

> Who is River Song? I feel sort of bad you have to wait a little more to find out...
> 
> I've read a few different things about the whole 'dislocating your thumb to escape handcuffs' thing. Some say you can do it, others say you can't. I figure, if anyone could, it would be the Professor.
> 
> I LOVE possessive Professor :) Almost as much as protective Professor...wonder what she'll do on Midnight...hmmm. I'm torn between feeling for Biff and cheering on the Professor.


	11. Midnight

"I said no!" Donna shouted over the phone as the Doctor tried to speak with her.

"Sapphire waterfall, it's a waterfall made of sapphires!" he exclaimed, "This enormous jewel, size of a glacier, reaches the Cliffs of Oblivion, and then shatters into sapphires at the edge, they fall 100,000 feet into a crystal ravine."

"I bet you say that to all the girls."

"Nope just the Professor," he grinned, shooting a wink at the girl beside him in the 'at ease' position, eyeing the people milling around, before retuning to the phone, "Oh, come on! They're boarding now! It's no fun if we see it on our own. Four hours, that's all it takes."

"No, that's four hours there and four hours back, it's like a school trip. And with your gob you'll lecture the whole time and it really  _will_  be a school trip. I'd rather go sunbathing."

"You be careful, that's Xtonic sunlight."

"Oh, I'm safe. It says in the brochure this glass is fifteen feet thick."

"Alright, I give up. We'll be back for dinner, we'll try that anti-gravity restaurant. With bibs."

"That's a date. Well, not a date. Oh, you know what I mean. Oh get off!"

"See you later."

"Oi! You be careful, alright?"

"Nah, I've got the Professor with me. And besides, taking a big space truck with a bunch of strangers across a diamond planet called Midnight, what could possibly go wrong?"

He hung up the phone and they headed off, walking towards the shuttle to go on the trip. He was rather excited for this one. Meeting River Song had reminded him of something Martha had once told him, that she believed he had a hand in getting the Professor to believe in people and trust them again after what her father had done to her. Dealing with River, it had forced them both to trust someone they had never met before. It got him to thinking about the entire notion of trust. He wanted to try and get her to trust others again, not just him and Donna, but strangers as well, and not automatically think they could be the enemy or a threat. What better way than to jump head first into it? A trip in a big space truck with a bunch of strangers for hours on end might just be it. He couldn't wait!

~8~

The Doctor and Professor sat in the first row of the shuttle to the right, watching as the last passengers boarded. The hostess, a lovely black woman, was speaking to an older blond woman left of them, "Complimentary juice pack and complimentary..."

"Just the headphones, please," the woman interrupted.

"There you go," she handed them over and moved on to the Doctor and Professor, handing them things from her cart, "That's the headphones for Channels 1 to 36, modem link for 3D vidgames, complimentary earplugs, complimentary slippers, complimentary juice pack, and complimentary peanuts. I must warn you some products may contain nuts."

"That'll be the peanuts," he remarked.

"Enjoy your trip."

"Oh, we can't wait! Allons-y!"

"I'm sorry?"

"French," the Professor stated, "Let's go."

"Fascinating," she moved on to the people behind them, an older man with glasses in a sweater and a young black woman, "Headphones for channels 1-36..."

"Oh no, thank you, not for us!" the older man smiled.

"Earplugs, please," the young woman requested.

"There you go," she handed them over and continued on.

"They call it a sapphire waterfall," the older man regaled to her, "But it's no such thing, sapphire's an aluminum-oxide, but the glacier is just a compound silica with iron pigmentation!"

"...complimentary juice pack and complimentary peanuts," the hostess handed over more items to a couple in the back, a blond woman and a dark haired man with a beard.

"Thank you," the woman smiled.

"Have you got that pillow for my neck?" the old man behind them turned to the girl.

"Yes, sir," she handed him it.

"And the pills?"

"Yes, all measured out for you, there you go."

The Doctor looked back at them, over the seats, and the man noticed, "Hobbes! Professor Winfold Hobbes!"

"I'm the Doctor, hello!" he shook his hand.

"The Professor," she introduced as well, stiffly shaking his hand. The Doctor smiled watching her, she'd gotten better at having minor contact with others, taking the initiative to do so but still a bit wary.

"Oh," Hobbes's eyes widened, seeing another professor, "Professor of what?"

"A few things."

He nodded, grinning, "It's my 14th time!"

"Oh!" the Doctor nodded, "Our first."

"And I'm Dee Dee, Dee Dee Blasco," the girl beside him shook their hands too.

"Now don't bother them!" Hobbes pulled her back, "Where's my water bottle?"

"...complimentary slippers," the hostess continued, handing the items to a young man with dark hair and clothes in the back, "Complimentary juice pack, and complimentary peanuts. I must warn you some products may contain nuts."

"Don't be silly, come and sit with us," the blond woman called to him, "Look! We get slippers!"

"Jethro!" her husband added, "Do what your mother says."

"I'm sitting here!" Jethro shouted.

"Oh, he's ashamed of us. But he doesn't mind us paying, does he?"

"Oh, don't you two start," his wife slapped his chest, "Should I save the juice pack or have it now? Look, peach and Clementine!"

The hostess walked back to the front of the shuttle and stood before them, "Ladies and gentlemen and variations thereupon, welcome on board the Crusader 50, if you would fasten your seatbelts, we'll be leaving any moment. Doors!" the doors sealed, "Shields down!" shields descended in front of the windows, "I'm afraid the view is shielded until we reach the Waterfall Palace. Also, a reminder, Midnight has no air, so please don't touch the exterior door seals. Fire exit at the rear, and should we need to use it...you first," she laughed, "Now I will hand you over to Driver Joe."

"Driver Joe at the wheel!" a man called over the intercom, "There's been a diamondfall at the Winter Witch Canyon, so we'll be taking a slight detour, as you'll see on the map," a map appeared on the screens before them, "The journey covers 500 kliks to the Multifaceted Coast, duration is estimated at four hours. Thank you for travelling with us, and as they used to say in the olden days, wagons roll!"

The engines started and the shuttle began to move when the hostess spoke again, "For your entertainment, we have the Music Channel playing retrovids of Earth Classics," she pushed a key on her remote and Raffaello Cara appeared, singing, "Also, the latest artistic installation from Ludovico Klein," another key and a hologram show started, "Plus, for the youngsters, a rare treat, the Animation Archives," and another, turning on the projector that showed old black and white cartoons, "Four hours of fun-time! Enjoy!"

Everything played at once creating a horrible mess of noise that no one but the couple in the back seemed to enjoy…especially the Professor. She reached into the Doctor's coat and pulled out the sonic, turning it all off as he laughed at her.

"Well, that's a mercy!" Hobbes breathed.

"I do apologize," the hostess stepped forward, "Ladies and gentlemen and variations thereupon. We seem to had a failure of the Entertainment System..."

"Ooh," the Doctor mock pouted.

"But what do we do?" the blond woman in the back called.

"We've got four hours of this!" her husband agreed, "Four hours of just...sitting here?"

"Tell you what!" the Doctor popped up and turned in the seat, "We'll have to talk to each other instead!"

He grinned while the passengers looked at him as though he were mad.

~8~

98 Kliks Later...

The passengers, save the woman from the front and the hostess, were gathered around the couple in the back, Val and Biff they'd learned, listening to a story.

"So Biff said, 'I'm going swimming,'" Val continued.

"Oh, I was all ready, trunks and everything!" Biff laughed, "Nose plug!"

"He had this little nose plug, you should've seen him."

"And I went marching up to the lifeguard, and he was a Shamboni, you know, those big foreheads?"

"Great big forehead!"

"And I said, where's the pool? And he said..."

"'The pool is abstract!'" they both said. Though the Professor noticed Jethro had mouthed it as well from her spot standing beside the Doctor, 'at ease.'

"It wasn't a real pool!" Val laughed.

"It was a concept!"

"And you wore a nose plug!" the Doctor chuckled.

"I was like this!" Biff pinched his nose, "Mmm...where's the pool?"

Everyone, save the Professor and Jethro, started laughing.

~8~

150 Kliks Later…

The Doctor and Professor stood in the galley with Dee Dee as she poured tea into a cup and handed it to the Doctor, the Professor having turned down the offer, "I'm just a second-year student, but I wrote a paper on the Lost Moon of Poosh, Professor Hobbes read it, liked it, took me on as a researcher. Just for the holidays. Well, I say researcher, most of the time he's got me fetching and carrying. But it's all good experience!"

"And did they ever find it?" the Doctor asked, taking a sip of his tea.

"Find what?"

"The Lost Moon of Poosh!"

"Oh no!" she laughed, "Not yet!"

"Well, maybe that'll be your great discovery, one day. Here's to Poosh!" he held up his cup.

"Poosh!" she toasted.

~8~

209 Kliks Later…

The Doctor sat beside the blond woman in the front, the Professor leaning against the wall, as their meals were served.

"No, no," the Doctor was saying, "We're with this friend of ours, Donna, she stayed behind in the Leisure Palace. You?"

"No, it's just me," she sighed.

"Oh, we've done plenty of that. Travelling on our own. Love it. Do what you want! Go anywhere!"

"No, I'm still getting used to it. I've...found myself single rather recently, not by choice."

"What happened?"

"Oh, the usual. She needed her own space, as they say. A different galaxy, in fact. I reckon that's enough space, don't you?"

"Yeah...we had a friend who went to a different Universe."

"Oh, what's this, chicken or beef?"

The Doctor examined a piece on his fork, "I think it's both."

The Professor reached out and took it from him, nibbling the end, "It  _is_  both."

The woman grimaced.

~8~

251 Kliks Later…

Hobbes darkened the shuttle, showing a slideshow presentation to the passengers about his research on the planet, Midnight, "So, this is Midnight, d'you see? Bombarded by the sun! Xtonic rays, raw galvanic radiation. Dee Dee, next slide!" she switched it out, "It's my pet project. Actually, I'm the first person to research this. Because you see...the history is fascinating, because there is no history. There's no life in this entire system, there couldn't be. Before the Leisure Palace Company moved in, no one had come here in all eternity. No living thing."

"But how d'you know?" Jethro asked, "I mean, if no one can go outside..."

"Oh, his imagination!" Val rolled her eyes, "Here we go!"

"He's got a point, though," the Doctor had to agree.

"Exactly!" Hobbes grew excited, "We look upon this world through glass. Safe inside our metal box. Even the Leisure Palace was lowered down from orbit. And here we are now, crossing Midnight, but never touching it."

There was a rattling before the engines went silent.

"We've stopped," Val looked around, "Have we stopped?"

"Are we there?" Biff asked.

"We can't be, it's too soon," Dee Dee shook her head.

"They don't stop, Crusader vehicles never stop," Hobbes remarked.

"If you could just...return to your seats, it's...just a small delay," the hostess walked to the front of the shuttle, equally as confused as the passengers.

"Maybe just a pit stop?" Biff suggested.

"There's no pit to stop in, I've been on this expedition 14 times, they never stop," Hobbes explained.

"Well evidently, we have stopped, so there's no point in denying it," the blond woman in the front snapped.

Jethro laughed, "We've broken down!"

"Thanks, Jethro," Val sighed.

"In the middle of nowhere!"

"That's enough, now stop it!" Biff glared at him.

"Ladies and gentlemen and variations thereupon, we're just experiencing a short...delay," the hostess called, "The driver needs to stabilize the engine feeds. It's perfectly routine, so if you could just stay in your seats..." the Doctor and Professor exchanged a look before heading towards the driver's cabin, "No, I'm sorry sir, ma'am, I...could you please..."

"There you go, engine experts!" he flashed the psychic paper at her, "Two ticks!" he opened the door and they entered.

"Sorry sir, ma'am, if you could just sit down! You're not supposed to be in there..."

The doors closed behind them as one of the two men up front looked back at them, "Sorry, if you could return to your seat..."

"Company Insurance," he flashed them the paper, "Let's see if we can get an early assessment. So, what's the problem, Driver Joe?"

"We're stabilizing the engine feeds, won't take long," Joe tried to wave them off.

"The engine feed, there," the Professor pointed, "Is fine. And micropetrol engines do not stabilize."

"Sorry!" the Doctor smiled at the men, "I'm the Doctor and my very clever partner is the Professor. So, what's wrong?"

"We just stopped," the second man stated, "Look, all systems fine and everything's working, but we're not moving."

"Yeah you're right," the Doctor frowned, sonicing it, "No faults. And who are you?"

"Claude, I'm the mechanic. Trainee."

"Nice to meet you."

"I've sent a distress signal," Joe remarked, "They should dispatch a rescue truck, top speed."

"How long?" the Professor asked.

"About an hour."

"Well, since we're waiting...shall we take a look outside?" the Doctor grinned, "Just...lift the screens a bit?"

"It's 100 percent Xtonic out there, we'd be vaporized!"

"No, those windows are Finitoglass, they'd give you a couple of minutes. Go on! Live a little!" Joe gave in and raised the shields to reveal a shining, glittering landscape with a yellow glow, "Oh, that is beautiful..."

"Look at all those diamonds!" Claude breathed, "Poisoned by the sun. No one can ever touch them."

The Professor frowned, squinting out at the landscape, "Joe, you said we took a detour?"

"Just about 40 kliks to the west," Joe nodded.

"Is that a recognized path?"

"No, it's a new one, the computer worked it out, on automatic."

"So we're the first?" the Doctor grinned, "This piece of ground. No one's ever been here before. Not in the whole of recorded history."

"Did you just..." Claude called out, "No, sorry, it's...nothing."

"What did you see?" the Professor looked at him sharply.

"Just there. That ridge. Like...like a shadow. Just...just for a second."

"What sort of shadow?"

An alarm sounded and Joe quickly closed the shields, "Xtonic rising! Shields down."

"Look, look, there it is, there it is, look, there!" Claude pointed.

"Where?" the Doctor leaned down, trying to see it, "What was it?"

"Like, just, something...shifting, something sort of...dark. Like it was...running."

"Running which way?"

"Towards us..."

The Doctor looked at the Professor, ' _Did you see it?_ '

She could only shake her head, tense.

"Right, Doctor, Professor," Joe cut in, "Back to your seats and not a word, rescue's on its way. If you could close the door, thank you."

The Doctor sighed but turned and stepped back into the passenger cabin with the Professor.

"What did they say?" the blond woman in the front asked them as soon as the door closed behind them, "Did they tell you? What is it, what's wrong?"

"Oh, just stabilizing, happens all the time," the Doctor said, if just a bit tensely.

"I don't need this. I'm on a schedule. This is completely unnecessary!"

"Back to your seats, thank you," the hostess told them, walking towards the cockpit.

"Excuse me, Doctor, Professor," Dee Dee called quietly as they returned to their seats, "But they're micropetrol engines, aren't they?"

"Now, don't bother them," Hobbes chastised her.

"My father was a mechanic. Micropetrol doesn't stabilize, what does 'stabilize' mean?"

"Well…bit of flim-flam," the Doctor waved her off, "Don't worry, they're sorting it out."

"So it's not the engines?" Hobbes asked.

"It's just a little pause, that's all."

"How much air have we got?"

"Professor, it's fine," Dee Dee tried to calm him.

"What did he say?" Val called, catching that last bit of the conversation.

"Nothing!" the Doctor shouted.

"Are we running out of air?"

"I was just speculating..." Hobbes said quietly.

"Is that right, miss?" Biff called to the hostess, "Are we running out of air?"

"Is that what the captain said?" Val asked, scared.

"If you could all just remain calm..." the hostess began.

"How much air have we got?"

"Mum, just stop it," Jethro rolled his eyes.

"I assure you, everything is under control" the hostess told them.

"Well, doesn't look like it to me!" Biff glared.

"Well, he said it," Val defended.

"...it's fine, the air is on a circular filter…" Dee Dee tried to explain.

"...he started it... "

Everyone started to panic, all talking at once, not letting anyone get a word in.

"Everyone..." even the Doctor, "Shh, shh, shh..."

A high-pitched whistle sounded and everyone covered their ears at the shrill noise, turning to the Professor who was looking at them with a hard expression, almost irritated, "Dee Dee..."

Dee Dee looked up, surprised a moment, before speaking, "Oh! Um...it's just that...well, the air's on a circular filter so...we could stay breathing for ten years."

"There you go!" the Doctor grinned, "And we've spoken to the captain, I can guarantee you, everything's fine."

Two loud knocks sounded against the wall of the shuttle.

"What was that?" Val gasped.

"It must be the metal," Hobbes remarked, "We're cooling down, it's just settling..."

"Rocks," Dee Dee supplied, "Could be rocks falling."

"What I want to know is, how long do we have to sit here?" Biff grumbled.

The double knock sounded again, this time in a different part of the shuttle.

"What is that?" the blond woman looked around.

"Is someone out there?" Val breathed.

"Now, don't be ridiculous!" Hobbes rolled his eyes.

"Like I said, it could be rocks," Dee Dee repeated.

"We're out in the open," the hostess replied, "Nothing could fall against the sides."

Two more knocks.

"Knock knock," the Doctor muttered.

"Who is there?" Jethro grinned.

"Is there something out there?" the blond woman gasped, "Well? Anyone?"

Two more knocks.

"What the hell is making that noise?"

"I'm sorry, but the light out there is Xtonic," Hobbes shook his head, "That means it would destroy any living thing in a split second. It is impossible for someone to be outside."

Two more knocks.

"Well, what the hell is that, then?" the woman demanded.

The Doctor walked over to the wall the last two knocks came from and pressed his stethoscope to it.

"Sir!" the hostess shouted, "You really should get back to your seat."

"Hello?" he called.

Two more knocks back by the fire exit.

"It's moving…" Jethro noted.

There was a rattling from the doors, as though something was trying to get it open.

"It's trying the door!" Val gasped.

"There is no 'it,' there's nothing out there," Hobbes snapped, "Can't be."

The thing tried again but then went around, a double knock sounding on the roof as it moved.

"That's the entrance," Val looked over, "Can it get in?"

"No, that door's on two hundred weight of hydraulics," Dee Dee shook her head.

"Stop it," Hobbes glared at her, "Don't encourage them."

"What do you think it is?"

Biff moved to the door when Val called out, "Biff, don't..."

"Better not..." the Doctor agreed.

"Nah, it's cast iron, that door..." he knocked three times.

Three knocks.

"Three times!" Val gasped, "Did you hear that, it did it three times!"

"It answered!" Jethro replied.

"It did it three times!"

"Alright, alright, alright, everyone, calm down," the Doctor turned to the group.

"No, but it answered, it...answered," the blond woman stated, "Don't tell me that thing's not alive, it answered him!"

Three knocks.

"I really must insist, you get back to your seats!" the hostess called.

"No! Don't just stand there telling us the rules! You're the hostess, you're supposed to do something!"

The Doctor moved to the door and knocked four times.

Four knocks.

"What is it, what the hell's making that noise?" the blond woman cried, "She said she'd get me. Stop it, make it stop, somebody make it stop! Don't just stand there looking at me, it's not my fault, he started it with his stories..." she pointed at Hobbes.

"Calm down!" Dee Dee turned to her.

"...and he made it worse..." and then the Doctor.

"You're not helping!" Val glared.

"...why couldn't you leave it alone? Stop staring at me! Just tell me what the hell it is!"

"Calm down!" Dee Dee tried again.

The knocking continued, coming faster as the now hysterical woman backed away towards the cockpit door, the steps following her.

"It's coming for me, oh it's coming for me, it's coming for me...it's coming for me! It's coming for me!"

She screamed as the Doctor leapt forward, "Get out of there!"

The whole shuttle rocked and the lights went out, sparks flying, as they were all thrown to the floor, the passengers screaming. They gasped and groaned in the darkness, trying to get back up.

"Alright?" Biff asked, helping Val up, "Ok?"

"Argh..." the Doctor moaned as the Professor, already on her feet, hefted him up, "Arms. Legs. Neck. Head. Nose. I'm fine...you're fine," he looked her over before glancing over her shoulder, "Everyone else? How are we, everyone alright?"

"Earthquake, must be..." Hobbes remarked.

"But that's impossible, the ground is fixed, it's solid," Dee Dee countered.

"We've got torches, everyone, take a torch, they're in the back of the seats," the hostess called as they grabbed their lights.

"Oh, Jethro, sweetheart, come here..." Val turned to him.

"Never mind me, what about her?" Jethro pointed his light at the blond woman, sitting motionless among ruined seats, her back to them.

"What happened to the seats?"

"Who did that?" Biff frowned.

"They've been ripped up."

"It's alright, it's alright, it's alright, it's over," the Doctor tried to calm them, "We're still alive...look, the wall's still intact. D'you see?" he pointed his torch to the wall before the woman, a dent there but still solid.

"Joe, Claude?" the hostess called at the intercom.

"We're safe," the Doctor added to the motionless woman.

"Driver Joe, can you hear me? I'm not getting any response, the intercom must be down…" she opened the cockpit door and blinding white light shown through. They screamed till the Professor leapt forward and bashed a button, shutting the door once more.

"What happened?" Jethro's mother gasped, "What was that?"

"Is it the driver?" Biff asked, "Have we lost the driver?"

"The cabin's gone," the hostess swallowed hard.

"Don't be ridiculous," Hobbes shook his head, "It can't be gone, how can it be gone?"

"Well, but you saw it!" Dee Dee turned to him.

"There was nothing there, like it was ripped away," the hostess stated.

The Doctor fiddled with the panel on the wall with his sonic, the Professor holding a light up for him.

"What are you doing?" Biff demanded, shining his light at the Doctor as well.

"That's better, even more light, thank you," he replied, "Molto bene!"

"D'you know what you're doing?" Val wondered.

"The cabin's gone, you'd better leave that wall alone," Biff added.

"The cabin can't be gone!" Hobbes shouted.

"It's safe," the Professor stated, not taking her eyes off the Doctor's work, "Any rupture would automatically seal itself..."

The Doctor pulled off the panel to reveal the wires sliced through, "But something sliced it off. You're right. The cabin's gone."

"But if it gets separated..." the hostess trailed.

"It loses integrity," the Professor gave a short nod.

"I'm sorry," the Doctor looked up at the hostess, "They've been reduced to dust. The driver and the mechanic. But they sent a distress signal. Help is on its way. They saved our lives! We're gonna get out of here, I promise. We're still alive, and they're gonna find us."

"Doctor…" Jethro called, "Look at her."

The Doctor turned to see the woman still had her back to them, "Right, yes, sorry...have we got a medical kit?"

"Why won't she turn around?"

"What's her name?"

"Silvestry," the hostess replied, "Mrs. Sky Silvestry."

"Sky?" the Doctor called, crouching before her, "Can you hear me? Are you alright? Can you move, Sky? Just look at me."

"That noise, from the outside..." Jethro began.

"What of it?" Val looked at him.

"It's stopped."

"Well, thank God for that."

"But what if it's not outside anymore? What if it's inside?"

"Inside? Where?"

"It was heading for her," he looked at Sky.

"Sky...it's alright, Sky," the Doctor continued to try and get through to her, "I just want you to turn around, face me," slowly she turned around and stared at the Doctor with wide eyes, "Sky?"

"Sky?" she repeated.

"Are you alright?"

"Are you alright?"

"Are you hurt?"

"Are you hurt?"

"You don't have to talk."

"You don't have to talk."

"I'm trying to help."

"I'm trying to help."

"My name's the Doctor."

"My name's the Doctor."

"She's the Professor…"

"She's the Professor…"

"Ok, can you stop?"

"Ok, can you stop?"

"I'd like you to stop."

"I'd like you to stop."

"Why's she doing that?" Hobbes frowned.

"Why's she doing that?" Sky turned to face him.

"She's gone mad, "Biff stated.

Sky turned to him as well, "She's gone mad."

"Stop it," Val snapped.

"Stop it."

"I said stop it!"

"I said stop it!"

"I don't think she can," Dee Dee remarked.

"I don't think she can."

' _I can try to scan her,_ ' the Professor called, ' _See if I can detect what's wrong._ '

' _Don't,_ ' he shook his head, ' _Whatever it was that was out there, I think Jethro's right and it's in her now. We don't know how it spreads. The last thing we'd need is for it to infect either one of us._ '

She nodded.

"Alright, now stop it, this isn't funny," Hobbes glared.

"Alright, now stop it, this isn't funny."

"Sh, sh, sh, all of you," the Doctor called.

"Sh, sh, sh, all of you."

"My name's Jethro!" Jethro laughed.

"My name's Jethro!"

"Jethro, leave it, just shut up!" the Doctor called before turning to Sky.

"Jethro, leave it, just shut up!"

"Why are you repeating?"

"Why are you repeating?"

"What is that, learning?"

"What is that, learning?"

"Copying?" the Professor suggested.

"Copying?"

"Absorbing?" the Doctor frowned.

"Absorbing?"

"The square root of pi is 1.77245 38509 05516 02729 81674 83341..." the Professor began.

"The square root of pi is 1.77245 38509 05516 02729 81674 83341..."

"Wow!" the Doctor gaped.

"Wow!"

"But that's impossible," Hobbes breathed.

"But that's impossible."

"She couldn't repeat all that," Dee Dee agreed.

"She couldn't repeat all that."

"Tell her to stop!" Val shouted.

"Tell her to stop!"

"She's driving me mad."

"She's driving me mad."

"Just make her stop!"

"Just make her stop!"

They all started talking at once, Sky still repeating the clear words she could hear.

"...stop her staring at me, shut her up..."

"...stop her staring at me, shut her up..."

"...a trick..." the hostess breathed.

"...a trick..."

"...that's impossible..." Dee Dee shook her head.

"...that's impossible..."

"...I'm telling you, whatever your name is..." Biff began.

"...I'm telling you, whatever your name is..."

"Now, just stop it, all of..." the Doctor tried to cut in.

"Now, just stop it all of..."

"...her eyes, what's wrong with her eyes?" Hobbes frowned.

"...her eyes, what's wrong with her eyes?"

"...copy anything..." Jethro remarked.

"...copy anything..."

"...Biff don't just stand her, do something, make her stop..." Val called.

"...Biff don't just stand her, do something, make her stop..."

"...you're scaring my wife..." Biff glared.

"...you're scaring my wife..."

"...Mrs. Silvestry..." the hostess called.

"...Mrs. Silvestry..."

"Six, six, six," Jethro laughed.

"Six, six, six."

"...make her stop..." Val sobbed.

"...make her stop..."

There was a high-pitched noise as the lights came back on, distracting them from their shouting.

"Well then, that's the backup system," the hostess remarked.

"Well!" Biff breathed, "That's a bit better."

The Professor's eyes narrowed at Sky, seeing she had ceased her repetition.

"What about the rescue, how long's it gonna take?" Val asked.

"About 60 minutes, that's all," the hostess replied.

"Then I suggest we all calm down," Hobbes nodded, "This panic isn't helping. That poor woman is evidently in a state of... "

"...self-induced hysteria, we should leave her alone," Hobbes said, Sky speaking at exactly the same time.

"Doctor..." Jethro began, noticing this.

"We know," he nodded as the Professor tensed.

"Doctor, now step back," Hobbes/Sky said, "I think you should leave her...alone…" he trailed, noticing her talking with him, "What's she doing?"

"How can she do that?" Val/Sky asked, "She's talking with you...and with me! Oh, my God! Biff, what's she doing?"

"She's repeating..." Jethro/Sky stated, "At exactly the same time."

"That's impossible," Dee Dee/Sky shook her head.

"There's not even a delay," Hobbes/Sky frowned.

"Oh man, that is weird," Jethro/Sky laughed.

"I think you should all be very, very quiet, have you got that?" the Doctor/Sky asked.

"How's she doing it?" Val/Sky frowned.

"Mrs. Cane, please, be quiet."

"But how can she do that? She's got my voice, she's got my words!"

"Sweetheart, be quiet, just...hush now," Biff/Sky tried to calm her, "Hush…she's doing it to me!"

"Just stop it, all of you," the Doctor/Sky cut in, "Stop it. Please," he crouched down before Sky, the Professor moving a step closer to watch him, "Now then, Sky. Are you Sky? Is Sky still in there? Mrs. Silvestry?" he paused, "You know exactly what I'm going to say, how are you doing that?" another pause, "Roast beef! Bananas! The Medusa Cascade. Bang! Rose Tyler, Martha Jones, Donna Noble, TARDIS, Professor! Shamble bobble dibble dooble. Oh, Doctor, you're so handsome. Yes I am, thank you. A, B, C, D, E, F, G, H, I, J, K, L, M, N, O..." he stood up suddenly and turned to the Professor, "First she repeats. Then she catches up. What's the next stage?"

"Next stage of what?" Dee Dee/Sky frowned.

"She speaks for us," the Professor/Sky replied.

"But that's not her, is it?" Jethro/Sky asked, "That's not Mrs. Silvestry anymore."

"I don't think so, no," the Doctor/Sky sighed, "I think...the more we talk, the more she learns. Now, I'm all for education, but in this case...maybe not. Let's just...move back. Come on. Come with me. Everyone, get back, all of you, as far as you can," he ushered them back towards the galley, he and the Professor standing between them and Sky.

"Doctor, make her stop," Val/Sky begged.

"Val, come on," the Doctor/Sky hushed, "Come to the back, stop looking at her, come on, Jethro, you too. Everyone, come on...50 minutes. That's all we need. 50 minutes till the rescue arrives. And she's not exactly strong, look at her, all she's got is our voices."

"I can't look at her. It's those eyes."

"'We must not look at goblin men,'" Dee Dee/Sky murmured as they looked at her, confused.

"What's that supposed to mean?" Biff/Sky frowned.

"It's a poem by Christina Rossetti," the Professor/Sky stated.

"'We must not look at goblin men,'" Dee Dee/Sky recited, "'We must not buy their fruits, Who knows upon what soil they fed, Their hungry, thirsty roots?'"

"Actually, I don't think that's helping," the Doctor/Sky remarked.

"She's not a goblin, or a monster, she's just a very sick woman," Hobbes/Sky defended.

"Maybe that's why it went for her," Jethro/Sky suggested.

"There is no 'it!'"

"Think about it though. That knocking, it went all the way round the bus until it found her. And she was the most scared, out of all of us. Maybe that's what it needed. That's how it got in."

"For the last time! Nothing can live on the surface of Midnight."

"Professor Hobbes," the Professor/Sky snapped, "While you may have an absolute definition of life in the Universe, the Universe itself has ideas of its own."

"Now trust us," the Doctor/Sky added, "We've got previous experience! We think there might well be some...consciousness inside Mrs. Silvestry, but maybe she's still in there. And it's our job to help her."

"Well, you can help her, I'm not going near," Biff/Sky replied.

"No, we've got to stay back. If she's copying us, maybe the final stage is becoming us. I don't want her becoming either of us, or things could get a lot worse."

"Oh, like you're so special," Val/Sky sneered.

"As it happens, yes we are. So that's decided. We stay back, and we wait. When the rescue ship comes, we can get her to hospital."

"We should throw her out," the hostess/Sky suggested.

"I beg your pardon?" Hobbes/Sky's eyes widened in alarm.

"Can we do that?" Val/Sky wondered.

"Don't be ridiculous," the Doctor/Sky glared.

"That thing," the hostess/Sky eyed her, "Whatever it is, killed the driver, and the mechanic, and I don't think she's finished yet."

"She can't even move!"

"Look at her, look at her eyes! She killed Joe, and she killed Claude, and we're next."

"She's still doing it," Biff/Sky started to walk back towards Sky, "Just stop it! Stop talking! Stop it!"

"Biff, don't, sweetheart!" Val/Sky called.

"But she won't stop!" he walked back, "We can't throw her out though, we can't even open the doors."

"No one is getting thrown out!" the Professor/Sky snapped, growing rather irritated with the hysteria the humans were inducing on themselves.

"Yes, we can," Dee Dee/Sky remarked, "'Cos there's an air pressure seal," she looked at the hostess, "Like when you opened the cabin door, you weren't pulled out, you had a couple of seconds, 'cos it takes the pressure-wall about six seconds to collapse. Well, six seconds exactly. That's enough time to throw someone out."

"Thanks, Dee Dee, just what we needed," the Doctor/Sky stated sarcastically.

"Would it kill her, outside?" Val/Sky asked.

"I don't know, but she's got a body now, it would certainly kill the physical form," Dee Dee/Sky figured.

"No one is killing anyone!" the Doctor/Sky shouted.

"I wouldn't risk the cabin door twice," the hostess/Sky sighed, "But we've got that one," she pointed at the fire exit, "All we need to do is grab hold of her and throw her out."

"Now, listen, all of you. For all we know that's a brand new life form over there. And if it's come inside to discover us, than what's it found? This little bunch of humans, what d'you amount to? A murder? 'Cos this is where you decide. You decide who you are. Could you actually murder her? Any of you? Really? Or are you better than that?"

They looked at each other for a few seconds before the hostess/Sky decided, "I'd do it."

"So would I," Biff/Sky nodded.

"And me," Val/Sky agreed.

"I think we should," Dee Dee/Sky added.

"What?" the Doctor/Sky demanded.

"I want her out."

"You can't say that!"

"I'm sorry, but you said it yourself, Doctor, she is growing in strength."

"That's not what I said!"

"I want to go home. I'm sorry. I want to be safe."

"You'll be safe, any minute now, the rescue truck is on its way."

"But what happens then, Doctor?" the hostess/Sky cut in, "If it takes that thing back to the Leisure Palace, if that thing reaches civilization, what if it spreads?"

"When we get back to the base we will be there to contain it," the Professor/Sky stated.

"You haven't done much so far!" Val/Sky glared.

"You're just standing in the back with the rest of us!" Biff/Sky agreed.

"She's dangerous," the hostess/Sky replied, "It's my job to see this vessel is safe, and we should get rid of her."

"Now hang on, I think, perhaps we're all going a little bit too far," Hobbes/Sky cut in.

"At last!" the Doctor/Sky cried, "Thank you."

"Two people are dead!" the hostess/Sky shouted.

"Don't make it a third!" the Professor/Sky glared. At this point, that third might not be Sky if the humans continued to push her. She was trying very hard to control herself and 'rein in the trigger finger' as the Doctor called it, for him. She knew this was meant to be a trust exercise for her, but it was getting rather difficult to trust any of the humans.

"Jethro, what d'you say?" the Doctor/Sky turned to him. If the situation hadn't been so serious, he would have been beaming at how the Professor had yet to grab her blaster and threaten Sky herself. He could hear her in his mind, how badly she wanted to, but was refraining from, for him.

"I'm not killing anyone," Jethro/Sky shook his head.

"Thank you."

"He's just a boy!" Val/Sky glared.

"What, so I don't get a vote?" Jethro/Sky scoffed.

"There isn't a vote, it's not happening!" the Doctor/Sky shouted, "Ever. If you try to throw her out that door, you'll have to get past me first."

"And me," the Professor/Sky agreed, tensing, this was sounding quite a bit like when he'd faced the Daleks in Hooverville and, as she had done then, she would not let them harm him.

The passengers stared at the two of them a moment.

"Ok," the hostess/Sky stated.

"Fine by me," Biff/Sky nodded.

"Oh, now you're being stupid," the Doctor/Sky remarked, "Just think about it! Could you actually take hold of someone and throw them out of that door?"

"Calling me a coward?"

"Who put you in charge, anyway?" Val/Sky glared.

"I'm sorry, but...you're a Doctor and Professor of what, exactly?" Hobbes/Sky frowned.

"They weren't even booked in," the hostess/Sky stated, "Rest of you, tickets in advance. They just turned up out of the blue."

"Where from?" Val/Sky asked suspiciously.

"We're just...travelling, we're travelers, that's all," the Doctor/Sky murmured.

"Like an immigrant?"

"Who were you talking to?" the hostess/Sky demanded, "Before you got on board, you were talking to someone, who was that?"

"Just Donna, just our friend," he/Sky defended.

"And what were you saying to her?" Biff/Sky asked.

"They haven't even told us their names!" Val/Sky shouted.

"Thing is, Doctor, you've been loving this," Jethro/Sky frowned.

"Oh, Jethro, not you," he/Sky sighed.

"No, but ever since all the trouble started, you've been loving it."

"It has to be said, you do seem to have a certain...glee…" Hobbes/Sky had to admit.

"Alright, I'm interested, yes," he/Sky stated, "I can't help it, 'cos whatever's inside her, it's brand new, and that's fascinating!"

"What, you wanted this to happen?" Val/Sky gasped.

"No!"

"And you were talking to her," Biff/Sky added, "Before all the trouble, right at the front, you were talking to that Sky woman, the three of you together, I saw you."

"We all did!" Val/Sky nodded.

"And you went into the cabin!" the hostess/Sky added.

"What were you saying to her?" Biff/Sky demanded.

"We were just talking!" the Doctor/Sky shouted.

"Saying what?"

"You called us humans like you're not one of us," Jethro/Sky frowned.

"He did!" Val/Sky's eyes widened, "That's what he said!"

"And the wiring, he went into that panel and opened up the wiring," Dee Dee/Sky nodded.

"That was after," the Professor/Sky defended.

"But how did you know what to do?" Biff/Sky glared.

"Because I'm clever!" the Doctor/Sky snapped.

Everyone fell silent.

"I see," Hobbes/Sky remarked, "Well, that makes things clear."

"And what are we, then?" Biff/Sky asked, "Idiots?"

"Less intelligent than that actually," the Professor/Sky glared right back at him.

"That's not what I meant," the Doctor/Sky tried to diffuse the situation.

"If you're clever then what are we?" Dee Dee/Sky frowned.

"You've been looking down on us from the moment we walked in," Val/Sky reasoned.

"Even if he goes, he's practically volunteered," the hostess/Sky remarked.

"Oh come on, just listen to yourself, please!" the Doctor/Sky shouted.

"What d'you mean, we throw him out as well?" Biff/Sky turned to the hostess.

"If we have to," the hostess/Sky determined.

"And you'll have to get past  _me_  to do it," the Professor/Sky stepped before the Doctor, "And believe me, I could incapacitate all of you without breaking a sweat. Even you  _Biff_ ," she/Sky spat with such venom that the humans actually looked alarmed.

The Doctor gently pulled her back, "Let's try to avoid that," he/Sky muttered, before sighing, "Look I know, you're scared, and so am I, look at me, I am. But we have all got to calm down and cool off and think."

"Perhaps you could tell us your names," Hobbes/Sky suggested calmly.

"What does it matter?"

"Then tell us."

"John Smith."

"Katherine Stewart," the Professor/Sky added.

"Your real names," Hobbes/Sky shook his head.

"They're lying, look at their faces!" Biff/Sky shouted.

"His eyes are the same as hers," Val/Sky breathed.

"Why won't you tell us?" Jethro/Sky demanded.

"They've been lying to us, right from the start!"

"No one's called John Smith or Katherine Stewart!" Biff/Sky glared, "Come off it!"

They all started talking at once yet again, angrily shouting at the Doctor and Professor.

"Now listen to me!" the Doctor/Sky shouted over them, "Listen to me right now! Because you need us, all of you, if we're gonna get out of this, then you need us."

"So you keep saying!" Hobbes remarked, "You've been repeating yourself more than her."

"If anyone's in charge, it should be the professor, he's the expert!" Val sneered.

"I'm a professor as well," the Professor glared at her.

"Mum, stop, just look..." Jethro cut in.

"You keep out of this, Jethro," Biff scolded.

"Look at her!"

"She's stopped..." Dee Dee breathed as they turned to see Sky sitting there, silent and motionless.

"When did she..." the Doctor/Sky began, "No, she hasn't, she's still doing it."

"She looks the same to me..." Val remarked, "No, she's stopped! Look, I'm talking, and she's not!"

"What about me?" Biff tried, "Is she...look! Look at that! She's not doing me, she's let me go!"

"Mrs. Silvestry?" the hostess called, "Nor me! Nothing!"

"Sky?" the Doctor/Sky frowned, "What are you doing?"

"She's still doing him!" Dee Dee shouted.

"Doctor, it's you," Hobbes stated, "She's only copying you."

"I think we can see that," the Professor very nearly sneered.

"Why me?" the Doctor/Sky asked, looking at the woman, "Why are you doing this?"

"She won't leave him alone!" Dee Dee frowned.

"D'you see?" Val shouted triumphantly, "I said so, she's with him."

"They're together!" Biff nodded.

"How d'you explain it, Doctor?" Hobbes remarked, "If you're so clever."

"I don't know," the Doctor/Sky replied, "Sky, stop it. I said stop it. Just stop it!" he walked over to her.

"Look at the two of them!" Val stated. The Professor shot her a glare before turning to follow the Doctor, standing beside him as he crouched down to look at Sky.

"Mrs. Silvestry," the Doctor/Sky looked into her eyes, "I'm trying to understand. You've captured my speech, what for? What d'you need? You need my voice in particular. The cleverest voice in the room? Well, that's not true, the Professor's loads smarter than me. So why? 'Cos I'm the only one who can help? Still not true, though I'd love that to be. But your eyes. They're saying something else. Listen to me. Whatever you want, if it's life, or form, or consciousness, or voice, you don't have to steal it. You can find it without hurting anyone. And I'll help you. That's a promise. So. What d'you think? Do we have a…"

"Deal?" Sky asked.

"Deal?" the Doctor repeated. The humans fell into a shocked silence as the Professor stiffened.

"Hold on, did she..." Dee Dee breathed.

"She spoke first," Jethro nodded.

"She can't have," Val shook her head.

"She did!" Hobbes agreed.

"She spoke first!" Jethro stated.

"Oh, look at that, I'm ahead of you," Sky remarked.

"Oh, look at that, I'm ahead of you," the Doctor repeated.

"Did you see?" Hobbes pointed, "She spoke before he did! Definitely!"

"He's copying her," Jethro nodded.

"Doctor, what's happening?"

"I think it's moved," Sky said.

"I think it's moved."

"I think it's letting me go."

"I think it's letting me go."

"What do you mean?" Dee Dee frowned, eyeing the Professor who kept a fierce gaze on Sky, "Letting you go from what?"

"But he's repeating now, he's the one doing it!" Biff called, "It's him!"

"They're separating," Jethro realized.

"Mrs. Silvestry?" Hobbes tried, "Is that you?"

"Yes, yes, it's me," she said.

"Yes, yes, it's me."

"I'm coming back, listen."

"I'm coming back..."

"It's me!"

"...listen. It's me!" the Doctor repeated slightly out of synch, fighting it.

Sky slowly started to move her hand and fingers.

"Like it's passed into the Doctor," Jethro remarked, "It's transferred. Whatever it is, it's gone inside him."

"No, that's not what happened," Dee Dee shook her head, still watching the Professor as she tensed, glaring at Sky, as though waiting to attack. For the woman to be that way, for the Doctor to admit she was far more clever than him…she must have been able to see something in Sky they couldn't.

"But look at her!" Val called.

"Look at me, I can move..." Sky grinned.

"Look at me..."

"I can feel again..."

"I can move...I can feel again..."

"I'm coming back to life..."

"I'm coming back to life..."

"And look at him, he can't move."

"And look at him, he can't move."

"Help me."

"Help me."

"Professor Hobbes…"

"Professor Hobbes…"

"Get me away from him," she reached out to him.

"Get me away from him."

"Please."

"Please."

Hobbes reached forward, cautiously avoiding the Doctor, moving around the Professor, watching her as she glared at him for helping Sky. He took the woman's hand and led her back to the others. As soon as she was up, the Professor took her spot, taking the Doctor's hands in her own and closing her eyes, focusing, opening her mind completley to him, searching for him...she couldn't risk harming Sky till she knew what had just happened.

"Oh thank you," Sky smiled at him.

"Oh thank you."

"They've completely separated," Jethro muttered.

"It's in him," Biff shouted, pointing at the Doctor, "D'you see? I said it was him all the time."

"She's free!" Val hugged her, "She's been saved!"

"Oh, it was so cold," Sky told them.

"Oh, it was so cold."

"I couldn't breathe."

"I couldn't breathe."

"I'm sorry."

"I'm sorry."

"I must've scared you so much."

"I must've scared you so much."

Val hugged her again, "No, no, it's alright, I've got you, oh, there you are my love, it's gone, everything's alright now."

"I wouldn't touch her," Dee Dee took a few steps back.

"But it's gone, she's clean, it passed into him," Biff replied.

"That's not what happened."

"Thank you for your opinion, Dee, but clearly, Mrs. Silvestry has been released," Hobbes remarked.

"No..."

"Just leave her alone!" Val snapped, "She's safe, isn't she? Jethro? It's let her go, hasn't it?"

"Think so, yeah," Jethro nodded, "Looks like it. Professor Hobbes?"

"I'd say, from observation..." Hobbes muttered, "The Doctor can't move and, when she was possessed, she couldn't move, so..."

"Well, there we are then!" Biff grinned, "Now the only problem we've got is this Doctor."

"It's inside his head," Sky nodded.

"It's inside his head."

"It killed the driver."

"It killed the driver."

"And the mechanic."

"And the mechanic."

"And now it wants us."

"And now it wants us."

"I said so!" Val shouted.

"He's waited so long."

"He's waited so long."

"In the dark. And the cold."

"In the dark. And the cold."

"And the diamonds."

"And the diamonds."

"Until you came."

"Until you came."

"Bodies so hot."

"Bodies so hot."

"With blood."

"With blood."

"And pain."

"And pain."

"Stop, oh, my God, make him stop, someone make him stop!" Val cried.

"But  _she's_  saying it!" Dee Dee pointed at Sky.

"And you can shut up!"

"But it's not him, it's her, he's just repeating!"

"But that's what the thing does, it repeats!" Biff replied.

"Just let her talk!" the hostess shouted, seeing her point.

"What do you know? Fat lot of good you've been!"

"Just let her explain."

"I think..." Dee Dee swallowed hard, "I mean, from what I've seen...it repeats, then it synchronizes, then it goes on to the next stage and that's exactly what they said would happen!" she pointed at the Doctor and Professor.

"What, and you're on his side?" Biff glared.

"No!"

"The voice is the thing!" Jethro stated.

"And she's the voice! She stole it! Look at her! It's not possessing him, it's draining him!"

"She's got his voice..." the hostess murmured.

"But that's not true, 'cos it can't, because I saw it pass into him, I saw it with my own eyes!" Val defended.

"So did I!" Biff nodded.

"You didn't!" Dee Dee shouted.

"It went from her, to him," Val glared, before turning to her son, "You saw it, didn't you?"

"I don't know," Jethro shook his head.

"Oh, don't be stupid, Jethro, of course you did!"

"I suppose...he was right next to her."

"Everyone saw it, everyone!" Biff agreed.

"You didn't, you're just making it up!" Dee Dee shouted at him, "I know what I saw, and I saw her stealing his voice."

"She's as bad as him, someone shut her up!" Val cried.

"I think you should be quiet, Dee," Hobbes began.

"Well, I'm only saying..." Dee Dee defended.

"And that's an order! You're making a fool of yourself! Pretending you're an expert in mechanics and hydraulics, when I can tell you, you are nothing more than average, at best! Now shut up!"

"That's how he does it," Sky said.

"That's how he does it."

"He makes you fight."

"He makes you fight."

"Creeps into your head."

"Creeps into your head."

"And whispers."

"And whispers."

"Listen."

"Listen."

"Just listen."

"Just listen."

"That's him."

"That's him."

"Inside."

"Inside."

"Throw him out!" Biff shouted.

"Get him out of my head!" Val yelled.

"Yeah, we should throw him out!"

"Well, don't just talk about it! Just, you're useless! Do something!"

"I will! You watch me! I'm gonna throw him out!"

"Yes!" Sky grinned.

"Yes!"

"Throw him out!"

"Throw him out!"

"Get rid of him!"

"Get rid of him!"

"Now!"

"Now!"

Biff stormed forward towards the Doctor when the Professor's eyes snapped open and she moved to stand before him. Had he taken note of her stance, tense and ready, the hard, deadly look in her eyes, or her clenching fists, Biff would never have taken another step. But he didn't. Instead, he glared, reaching out an arm to shove her away when two things happened.

There was a snap.

And Biff started screaming.

The Professor shoved him away as he clutched at his forearm. The humans looked at her, stunned.

"I just snapped his arm in less than two seconds with no hesitation," she told them, glaring at them, a cold look in her eye, a harshness in her voice, every bit the soldier, "Now  _think_  how quickly, how  _easily_ , I can snap  _each and every_  one of your  _necks_  to protect him because I guarantee you I  _will_  if you so much as take a  _single step_  towards him!" they looked horrified, "Think about it. Biff couldn't stop me, do any of you stand a better chance?"

"My God…" Val breathed as she knelt down by her husband, cradling his arm in her hands, it was broken, she could see it through the skin.

"Now…" the Professor continued, her eyes moving towards Sky, "Move away from Sky or so help me you'll have far more than broken arms to worry about," no one moved, "Move!"

The humans quickly ducked into the rows of seats, giving her a clear path to Sky, who seemed cross between almost being afraid and being smug.

"And what could  _you_  do to  _me_?" Sky smirked as the girl stormed over to her.

"And what could  _you_  do to  _me_?"

She pulled out her blaster and held it against Sky's forehead, ignoring the gasps from the passengers who hadn't seen past the perception filter, "You've established some sort of perverted physio-psychic link to him. Sever that and he's free."

"But as he said, before, could you really do it?"

"But as he said, before, could you really do it?"

"Jethro was right, the Doctor and I are not human," the humans gasped, "Midnight is an old planet. And you are an old life form. Tell me. Have you heard any legends of my home? Gallifrey?"

Sky's eyes widened in realization, "Time Lord!"

"Time Lord!"

"That is the Doctor," she pointed back, "You've taken him, my Bonded, and sealed him away. Now release him, or I will  _end_  you."

"The Doctor would not commit murder."

"The Doctor would not commit murder."

"No, he wouldn't," she conceded, "But I am not him."

"You are his Bonded…"

"You are his Bonded…"

"I am the Professor!" she snapped and Sky's eyes widened even more.

"Mercy!" she cried.

"Mercy!"

The Professor merely fired.

The women screamed as Sky fell down, dead, but the Doctor remained frozen, fighting.

"You've killed her!" Val shrieked.

The Professor rounded on her, "That's what you wanted wasn't it? You miserable humans! You were willing to kill him, someone who knew what was happening, who was helping, just because of your hysteria. So I've taken care of it for you. You wanted a murder, I've given you one. The only difference is this one you had to watch," she grabbed the back of Sky's jacket collar and dragged her body to the fire exit. She punched in a code and the door opened, she shoved Sky out, into the blinding light, and shut the door again.

The Doctor gasped to life, the physical body the creature had inhabited had kept the psychic link alive.

"It's gone!" he panted, falling to the floor. The Professor cast them a disgusted look before walking over to him, "It's gone...it's gone, it's gone, it's gone..." she knelt down and put a hand on his shoulder, he grasped it tightly, feeding off her strength, "It's gone. It's gone...it's gone, it's gone, it's gone...it's gone, it's gone, it's gone..."

"I said it was her," Val tried to make a feeble excuse, terribly shaken.

The Professor stood up and stalked over to them, making them cower back at her rage, "Don't you  _dare_  lie to make yourself feel better. You were all willing to resort to murder 'cos you were  _scared_ ," she sneered, looking at each of them in turn, "Maybe the Master was right, maybe you all deserved to be eradicated. You are the  _worst_  excuses for humans I have ever met. You  _disgust_  me."

And with that, she turned and walked back to her seat at the front of the shuttle, sitting down.

The Doctor picked himself up from the floor and walked over to Biff, ignoring the stunned and horribly guilty looks from the others. He looked down at his arm, scanning it with the sonic, "She was trained to be efficient and accurate," he told them quietly, "It's a clean break. Be thankful for that."

And that was all he gave them before turning to walk back to the seat beside her. Leaving them feeling even worse that, despite them trying to kill him, he still showed them some measure of concern.

They didn't deserve it.

~8~

20 Minutes Later…

The Doctor and Professor sat in their seats, the Doctor clutching tightly to the Professor's hand, knowing that this had likely set her back in her progress of overcoming this regeneration's walls. She'd been doing so well, becoming that much more open, more talkative, less hasty to pull her blaster at new people...and now...she was tense again, staring straight ahead, her jaw tense, eyes hard, closed off once more. He couldn't help but blame the humans that sat huddled in a group behind them in the back of the cabin, none of them having moved an inch, all lost in their dark thoughts about their weakness, their fear, their hysteria, their willingness to kill...

"Repeat, Crusader 50," a voice came over the comm., "Rescue vehicle coming alongside in three minutes, door-seals set to automatic. Prepare for boarding, repeat, prepare for boarding."

"Three minutes," he muttered, "We won't have to see them ever again."

The humans looked up at that.

"Good," the Professor stated.

They looked down.

~8~

Donna slowly walked over to the Doctor, hugging him without a word, before turning to the Professor, not even caring that she stiffened before hugging her as well.

A moment later though…an awkward hand patted her on the back for just a brief moment. She would have thought she'd imagined it, if not for the Doctor's small, relieved smile when she pulled back.

No, the Professor hadn't allowed this to set her back. While he was fairly certain she would still have a hard time trusting humans after what had just happened, he was heartened to see she still trusted some of them.

~8~

"What d'you think it was?" Donna asked them as they sat in the sunbathing room.

"No idea," the Doctor remarked.

"It was using Sky's DNA to mask itself," the Professor stated, "Could barely find the link it'd forced into the Doctor's head."

"D'you think it's still out there?" she frowned. They couldn't answer, "Well, you'd better tell 'em. This lot."

"Yeah," he scoffed, "They can build a Leisure Palace somewhere else. Let this planet keep on turning, round an Xtonic star. In silence."

"Can't imagine you, without a voice."

"Molto bene," he gave her a weak smiled.

"Molto bene!" she teased but the Professor tensed.

"No," the Doctor shook his head, "Don't do that. Don't. Don't..."

* * *

**Notes for the Chapter:**

> Oh man...the Professor is a total BAMF isn't she? I had touched on the idea of sacrifice a while ago during Human Nature/Family of Blood, and I really wanted to come back to that a bit here. In the Family of Blood, Baines had commented on how different the Professor was to how she'd been during the war, implying that she wouldn't kill one of them because they were inside humans. But this Professor is the closest version to her war-self that has come up, I could imagine her actually taking the shot against them if she had been like her old self. It made me think of another alien-possessing-human scene, Midnight. I was trying to show that the Professor really will go to any length to save the Doctor, even killing a human. And, much like with the Dalek chapters of Recuperation, what takes her very close to a set back she refuses to let do so completely and pushes past most of it, hugging Donna back, awww...


	12. Turn Left

The Doctor, Professor, and Donna strode through a narrow, crowded oriental alien market, various vendors trying to sell them their wares. The Doctor and Donna laughed while the Professor's gaze kept drifting around, checking out every person in the vicinity, always on the alert for danger or threats against them. It seemed the Doctors attempt at trust building on Midnight had only served to make her more wary of others instead. It hadn't completely set her back, she didn't trust people any less than she had, but she wasn't more trusting of them than he'd hoped she'd be. Still, to have her not move forward in that aspect was the best he could hope for if it meant she hadn't moved backwards either. And something good had come out of it, the humans she did trust, she trusted even more. She'd actually let Donna near her more than she used to, returning hugs of relief, brief as they were, and had taken to trying to explain things in a way the woman could understand rather than rattling off facts on space and time that no one but he could follow. He was rather proud of her.

"You are going to love this!" he called, getting them a small, foamy drink each, "One, two, three…" they took a swig, earning foamy moustaches, "Ah!"

"It's lovely!" Donna laughed.

The Professor gave a small nod and they continued down the alley, browsing.

"You want to buy Shukina?" a stall owner called to Donna as she wandered away. She glanced back at the Doctor, handing the Professor a spiky fruit for her to scan and name, "Or Peshwami? Most beautiful Peshwami in all of Shan Shen."

Donna smiled at her politely, "No thanks."

She walked on a little further when a fortune teller called out, "Tell your fortune, lady?" she turned, "Your future predicted, your life foretold."

"Ah, no thanks," she waved her off.

"Don't you want to know? If you're going to be happy?"

"I'm happy right now, thanks."

"You've got red hair. Reading's free for red hair."

Donna laughed, "Alright, then," and followed the teller into her shop. She took a small seat at a table, holding out her palm for the teller to read.

"You're fascinating," she remarked, "Oh no, but you're good. I can see...a man and a woman...the most remarkable people. How did you meet them?"

"You're supposed to tell me."

"I see the future. Tell me the past. When did your lives cross?"

"It's sort of complicated. I ended up in his spaceship on my wedding day…"

"But what led you to that meeting?"

"All sorts of things," she sighed, thinking, "But my job, I suppose. It was on Earth...this planet called Earth, miles away. But I had this job as a temp. I was a secretary at this place called H.C. Clements…" she gave a lurch, recalling working at that job almost as though she were still back there, "Sorry."

"It's the incense. Just, er, breathe deep…this job of yours…what choices led you there?"

"There  _was_  a choice...six months before. The agency offered me this contract with H.C. Clements…" she frowned, recalling her mother and her in the car, arguing over her choice in job.

"Your life could have gone one way or the other. What made you decide?"

"I just did…"

"But when was the moment? When did you choose?" Donna frowned, thinking about the intersection, turn left to her job or right to the job her mother was nagging her about, "You turned left. But what if you turned right? What then?"

"Let go of my hands!" Donna looked up, suspicious, but the teller wouldn't let go.

"What if it changes? What if you go right? What if you could still go right?"

"Stop it…" she breathed, terrified.

And then she felt something crawl onto her back.

"What's that?" she gasped, "What's on my back? What is it? What…what's on my back?"

"Make the choice again, Donna Noble, and change your mind," the teller ordered viciously, "Turn right."

Donna blinked, trying to fight it, but failing, "I'm turning..."

"Turn right. Turn right. Turn right. Turn right and never meet those two. Turn right and change the world!"

And Donna, in her memory, turned right instead.

~8~

Donna made her way through the crowded pub towards her friends, smiling at the various people singing Christmas carols, "Get out of the way. Get out of the way!" she set the tray down, "There we are! Feed at the trough."

"Mooky says let's go to the Boardwalk," her friend Veena laughed, "It's two for the price of one."

"Christmas Eve? It'll be heaving."

"Exactly!" Mooky shouted, "Get in and grab 'em."

They all laughed when Veena noticed something, "Hey, that's the second round of drinks you've bought. It was my turn!"

"I can afford it," Donna grinned smugly, "Promotion. You are talking to Jival Chowdry's personal assistant, I'll have you know. Capital P, capital A, 23,000 pounds per annum, merci beaucoup!"

"Here's to Mr. Chowdry!" Veena raised her glass.

"Mr. Chowdry!" they all toasted, save a young blond woman sitting beside Donna.

"She gets all the luck," Mooky grumbled.

Donna looked over at the blond, her other friend Alice, seeing her not toasting but staring at her shoulder, "What's wrong? What is it?"

"Sorry?" Alice looked up, startled.

"Has someone spilled a drink on me?" she tried to look behind her, "Why do you keep looking at my shoulder? What's wrong?"

"I don't know," she whispered, her eyes wide.

"Oh, don't tell me you're getting all spooky again. It was bad enough when you saw the ghost of Earl Mountbatten at the Boat show. What are you looking at? What is it?"

"It's like...it's like there's something I can't see!"

Just then, a man ran into the pub, "Shut up, all of you! Come and see! Just look at the sky!" everyone turned to him, "It's a star! A Christmas star!"

"Come on, then!" Veena got up and rushed out. Donna followed after them, everyone gathering around to see a large web-like star gliding towards the city.

"What the hell is that?" Mooky frowned.

"Ken Livingston, that's what, spending our money on decorations. I mean, how much did that cost?"

"Don't be so stupid, it's flying! It's really flying!"

"That's not a star," Donna shook her head as they walked closer, trying to keep it in sight, "That's a web. It's heading east...the middle of the City."

The web came to a standstill and electricity fired out from its points, attacking all the people standing nearby, destroying the buildings. Everyone screamed and turned to run when Donna noticed Alice still staring at her shoulder, "Alice. There's a great big web-star thing shooting at people, and you're looking at me?"

"There's something on your back," Alice breathed, terrified, before running off.

Donna turned and ran towards the star.

"Donna!" Veena shouted after her, "Where are you going? You're going to get yourself killed! Donna!" she moved to follow but Mooky pulled her away.

Donna ran down the street, coming to a line of people watching as an army tank came to a stop in the middle of the way.

"FIRE!" a soldier called. The tank and a few others shot at the web-star, it ignited into flames and shattered, "Everyone stay back. The Thames has been closed. Return to your homes. Keep away from the river, and that's an order."

Donna sidled around some cars as the people turned to leave and spotted a UNIT soldier speaking into his radio.

"Trap 1 to Greyhound 15: what is your report?" a voice called over it, "Over."

"From the evidence," the soldier before her replied, "I'd say they managed to stop the creature. Some sort of red spider. Blew up the base underneath the barrier, flooded the whole thing. Over."

"And where are they now? Over."

"We found two bodies, sir. Over."

A body on a stretcher, covered in a red blanket, was moved towards the ambulance behind him.

"Is it them? Over."

"I think so. They just didn't make it out in time…" an arm, clothed in a brown pinstriped suit, fell uselessly over the side of the stretcher, dropping a metal wand-like thing onto the ground, "The Doctor is dead."

"And the Professor?"

As the body was loaded into the vehicle another stretcher came around the corner. The blanket, however, got snagged on the corner of the ambulance and pulled down. Donna squinted, seeing a girl lying there in a gray sort of sweater with brown hair, matted with water. The soldiers pushing her quickly pulled the blanket back up.

"She's dead as well," the soldier reported, "Must have happened too fast for them to regenerate."

"Escort the ambulances back to UNIT base," the voice commanded.

The ambulances were shut and Donna slowly turned to walk away from the scene. She'd only gotten a few feet when a blond girl ran past her, "What happened?" she asked, breathless, "What did they find?" she looked at Donna, "Sorry, did they find someone?"

"I don't know. Um, bloke called the Doctor or something and a girl, a Professor."

"Well, where are they?" she looked around, "Where is he?"

"They took them away. They're dead," the woman stopped and stared at her, "I'm sorry. Did you know them?" she looked away, "I mean...they didn't say their names...it could be any doctor or pro…"

"I came  _so_  far..."

She reached out and touched the woman's arm, "It could be anyone."

The blond looked at her, "What's your name?"

"Donna. And you?"

Her gaze shifted to Donna's shoulder, "Oh, I was just...passing by. I shouldn't even be here, this is...wrong. It's wrong. This is so wrong. Sorry, what was it? Donna what?"

"Why do you keep looking at my back?"

"I'm not," she looked up.

Donna glared, "Yes, you are. You keep looking behind me. You're doing it now," she tried to look back as well, "What is it? What's there? Has someone put something on my back?" she faltered a moment because the blond woman was gone.

~8~

Donna walked down the street glumly, so much for that contract. She'd been sacked earlier, business was doing poorly since the Thames drained during Christmas and so…she'd been sacked. Personally, she thought it should have been someone else, half the people at that job didn't do half the work she did. But what was worse was her mother and grandfather. Her gramps hadn't really seemed to care, far more interested in watching something about a hospital that travelled to the moon and some woman named Sarah Jean something who had apparently gotten it back, than her woes. Her mother just resigned herself to the fact that her daughter was a failure.

Today was just not her day.

Suddenly, amidst her musings, a bright light and a hum sounded in the alley before her, and a blond woman ran out of it onto the street.

"Blimey!" she ran over, "Are you alright? What was that, fireworks or..."

"I dunno!" the blond shook her head, "I was just walking along and...that's weird."

"You're the one. Christmas Eve…I met you in town."

"Donna, isn't it?"

"What was your name?"

"How are you doing? You're looking good…" she started to look at Donna's shoulder again, "How've you been doing? What have you been up to?"

"You're doing it again."

"What?"

"Looking behind me. People keep on doing that, looking at my back!"

"What sort of people?"

"People in the street. Strangers. I just catch them, sometimes, staring at me...like they're looking at something," the girl's eyes shifted to her shoulder again, "And then I get home and look and there's nothing there," she swiped her back, "See, look, now I'm doing it!"

"What are you doing for Christmas?"

"What am I what?"

"Next Christmas. Any plans?"

"I don't know, that's ages away! Nothing much I suppose. Why?"

"Just...I think you should get out. You and your family, don't stay in London, just...leave the City."

"What for?"

"A nice hotel...Christmas break?"

"Can't afford it."

"Well, no, you've got that raffle ticket."

"How do you know about that?"

"First prize...luxury weekend break. Use it, Donna Noble."

"Why won't you tell me your name?" Donna glared but the woman didn't say so she just walked past her, "I think you should leave me alone."

And as she walked, she deftly ignored the flash of light and hum behind her.

~8~

If Donna thought losing her job had been bad…it was nothing compared to what came next. She had used the raffle and gotten her family out of London…only for some giant alien replica of the  _Titanic_  to fall on it, destroying most of the UK save for the outer edges. She, her mother, and grandfather had been reassigned to Leeds where they'd been forced to live with quite a few other families in a small cramped space. The help they were expecting from America never came as the nation found itself under attack and millions were killed by these small, white, blobbed aliens. On top of that, her mother and her were trying to sleep, only to be kept awake by the families singing some sort of sea chantey in the sitting room. Donna had stormed in there only to see her grandfather there as well and before she knew it, everyone was joining in, even her mum!

"I'm just a poor boy from a poor family," they all sang horribly, "He's just a poor boy from a poor family, spare him his life from this monstrosity…" they laughed, "Doo, doo, doo, doo, doo, easy come, easy go, will you let me go?" gun shots sounded from outside, "Bismillah! No…" they faltered, finally registering the sounds.

"Stay here, everyone, stay!" Rocco, the head of the collective households stood up and walked out, Wilf following him as well. Outside the house there was a UNIT soldier shooting at the exhaust on a car, "Hey-ey-ey! Firing at the car is not so good! You…you crazy or what?"

"It's this ATMOS thing, it won't stop!" the soldier shouted as the family gathered outside, "It's like gas, it's toxic."

"Well, switch it off!" Wilf called.

"I have done, it's still going. It's every car. Every single ATMOS car, they've gone mad," he turned, hearing a clicking noise and pointed his gun at Donna, "You, lady, turn around!"

Wilf and Rocco jumped in front of her, "Are you crazy, boy?" Rocco glared.

"Turn around!"

"Put the gun down!" Wilf shouted.

"Turn around! Turn around!"

"Do what he says!" her mother shouted, "Turn around, now!"

"Turn around, now! Show me your back!" Donna turned and revealed nothing there. He lowered his gun, confused, "Sorry...I thought I saw..."

"Call yourself a soldier?" Wilf stormed over to him, "Pointing guns at innocent women?" Donna paid no attention though, her gaze caught by a flash of light and hum around the corner, "You're a disgrace. In my day, we would've had you court marshaled!"

Donna turned and walked towards the corner.

"Donna?" her mother shouted, "Where are you going? It's not safe at night! Donna! Donna!"

Donna rounded a corner to see the blond woman waiting for her, "Hello."

"Hi," she replied, before nodding and leading her down the street to a small park. They sat there, looking up at the sky, "It's the ATMOS devices. We're lucky it's not so bad here, Britain hasn't got that much petrol. But all over Europe...China, South Africa...they're getting choked by gas."

"Can't anyone stop it?"

"Yeah, they're trying right now, this little band of fighters...on board the Sontaran ship...any second now..." the sky lit on fire for a moment before clearing.

Donna's mouth dropped open, "And that was..."

"That was the Torchwood team. Gwen Cooper, Ianto Jones, they gave their lives. And Captain Jack Harkness has transported to the Sontaran home world. There's no one left."

Donna eyed her closely, "You're always wearing the same clothes. Why won't you tell me your name?"

"None of this was meant to happen. There was a man. This...wonderful man, and he stopped it. The  _Titanic_ , the Adipose, the ATMOS, he stopped them all from happening."

"That...Doctor?"

"Yeah."

"What about that girl, the Professor?"

"Her to," she sighed, "You knew them both."

"Did I? When?"

"I think you dream about them, sometimes. It's a girl in a grey sweater? A man in a suit? A tall, thin man, great hair…" she trailed off, remembering him fondly, "Some...really  _great_  hair."

"Who are you?"

"I was like you. I used to  _be_  you. You've travelled with them, Donna. You've travelled with the Doctor and Professor in a different world."

"I never met them, and they're dead."

"They died underneath the Thames on Christmas Eve, but you were meant to be there. He needed someone to stop him because the Professor wouldn't, she would stand by him, and that was you. You made them leave. You saved their lives."

Donna stared out into space, vaguely recalling a dream of fire and water, a large red spider, her in a wedding dress, a man and woman standing on a balcony overlooking the destruction. She could hear herself calling up to them before the woman pulled the man off and they ran.

She stood up and walked a few feet away, scared, "Stop it. I don't know what you're talking about, leave me alone!"

The woman stood as well, "Something's coming, Donna. Something worse."

"The whole world is stinking. How can anything be worse than this?"

"Trust me. We need the Doctor more than ever. I've…" she swallowed hard and put her hand to her heart, "I've been pulled across from a different Universe, because every single Universe is in danger. It's coming, Donna. It's coming from across the stars and nothing can stop it."

"WHAT is?"

"The darkness."

"Well, what do you keep telling ME for? WHAT am  _I_  supposed to do? I'm nothing special. I mean, I'm…I'm not…I'm nothing special, I'm a temp. I'm not even that, I'm NOTHING."

"Donna Noble, you're the most important woman in the whole of creation."

"Oh, don't," she laughed mirthlessly, "Just...don't. I'm tired. I'm so...tired," she turned to leave.

"I need you to come with me."

"Yeah. Well, blonde hair might work on the men, but you ain't shifting me, lady."

She smiled, "That's more like it."

"I've got plenty more."

"I know you'll come with me. Only when you want to."

"You'll have a long wait, then," she walked off.

"Not really, just three weeks. Tell me, does your grandfather still own that telescope?"

Donna turned around, startled, "He never lets go of it."

"Three weeks time. But you've got to be certain. Because, when you come with me, Donna...sorry...so sorry, but...you're going to die."

Donna stared as, right before her eyes, the woman faded away.

~8~

Donna followed the blond woman through an old warehouse that UNIT had set up as their base. She'd been with her grandfather, looking up at the stars, only to see them literally blinking out, just as the woman had predicted. She'd gone to her, ready to do what she could to help.

They stepped in and the woman pushed aside a curtain to allow them into the warehouse. There was a semicircle of alternating mirrors and lights set up, an old blue phone box in the corner, linked to the lights by a series of wires.

"Loadstone testing now at 15.4," came over the loudspeaker, "Repeat: 15.4."

An older woman stepped over to them, saluting, "Ma'am."

"I've told you, don't salute," she muttered irritably before turning to tamper with the computers.

"Well, if you're not going to tell us your name..."

"What, you don't know either?" Donna looked at her.

"There's too many different realities," she remarked, "Trust me, the wrong word in the wrong place can change an entire causal nexus."

"She talks like that," the soldier told Donna, "A lot. And you must be Miss Noble. "

"Donna."

"Captain Erisa Magambo," she shook Donna's hand, "Thank you for this."

"I don't even know what I'm doing."

"Is it awake?" the woman turned to Erisa.

"It seems to be quiet today," she nodded, "Ticking over. Like it's waiting."

She turned and looked at the blue box, contemplating it, "Do you want to see it?"

"What's a police box?" Donna asked.

"They salvaged it from underneath the Thames. Just go inside."

"What for?"

"Just go in!"

Donna stepped inside for a moment, "No. WAY!" she laughed, stepping out and checking to make sure the box was truly that small before heading in again. It was very dark and silent inside, wires sticking out of the main console, nearly everything torn apart.

She stepped out again to see the woman smiling, "What do you think?"

"...can I have a coffee?" she asked.

~8~

The woman and Donna walked around the console of the box, Donna clutching a cup of coffee as she followed.

"Time and Relative Dimension in Space," the woman stated, "This room used to shine with light," she looked at the rotor, "I think it's dying," she reached out and rubbed the console, "It's still trying to help."

"And...and it belonged to the Doctor and Professor?" Donna asked.

"To the Doctor," she corrected, "He was a Time Lord, like the Professor. Last of their kind."

"But if they're so special, what're they doing with me?"

"They thought you were brilliant."

"Don't be stupid."

"Well, you are! It just took the Doctor to show you that, simply by being with him," she looked away, "He did the same to me. To everyone he touches."

Donna watched her a moment, "Were you and him..." she didn't say anything, "Then were he and the Professor…"

She swallowed hard, "I thought I was the first," she admitted after a moment, "But it turned out that the Professor knew him…loved him…far longer than me, before me. And…I had a choice once, to tell him I loved him…or tell him about her loving him. I told him about her."

"And?"

"I regret it everyday of my life," she sighed, "Because I know, I KNOW he loved me too and if I could've just…he would have said it back, I KNOW it. I've been trying to get back to him."

"You want a second chance."

She nodded, "Yeah. 'Cos I  _know_  he loves me too, and...I just...I want him back."

Donna frowned, something unsettling in the pit of her stomach, "Even if he's already with her?"

"He's not," she answered quickly.

"How do you know?"

"He may care for her, yeah, but he  _loves_  me. He wouldn't just leave me for her no matter what I said. He'd wait. He'd wait for  _me_  to come back. He had to have."

Donna was silent, if this woman had told the Doctor that this Professor person loved him…well, she couldn't help but feel like, if there was even a  _chance_  he felt the same way, then he would not have waited. Losing someone you love truly puts things in perspective. If he had cared for this woman and lost her, he wouldn't have wanted to risk it with the Professor.

She looked up to see the woman staring at her shoulder again, "Do you want to see it?"

"No," Donna shook her head but the woman stared at her, "Go on, then."

~8~

Donna stood in the center of the mirrors where the woman had positioned her, "We don't know how the TARDIS works, but we've managed to scrape off the surface technology, enough to show you the creature."

"It's a creature?" she gasped, alarmed.

"Just stand here."

"Out of the circle, please!" Erisa called.

"Yes, ma'am," she turned and left the circle.

"Can't you stay with me?" Donna asked, fearful, but the woman kept walking.

"Ready?" Erisa looked around, "And...activate."

The machinery whirred, the lights turning on one by one, and Donna screwed her eyes shut tight.

"Open your eyes, Donna," she called.

"Is it there?"

"Yeah, open your eyes. Look at it."

Donna shook her head, "I can't."

"It's part of you, Donna. Look," slowly Donna opened her eyes and gasped, seeing a massive black beetle on her shoulder. She started to spin around, frantically trying to knock it off her, "It's ok, it's ok, it's ok, calm down. Donna? Donna? Donna!" she stopped spinning, "Ok."

Donna took a few deep breaths, looking at the beetle with trepidation, but it simply nuzzled her hair, "What is it?"

"We don't know."

"Oh. Thanks."

"It feeds off time. By…by changing time, by making someone's life take a different turn, like er...meetings never made...children never born...a life never loved. But with you, it's…" she shook her head.

"But I never did anything important!"

"Yeah, you did. One day, that thing made you turn right instead of left."

"When was that?"

"Oh, you wouldn't remember. It was the most ordinary day in the world, but by turning right, you never met the Doctor or the Professor and the whole world just changed around you."

"Can you get rid of it?"

"I can't even touch it," she peered at it, "It seems to be in a state of flux."

"What does that mean?"

"I don't know. It's the sort of thing the Doctor would say!" she laughed.

"You liar!" Donna snapped, furious, her eyes filling with tears, "You told me I was special! But it's not me! It's this thing! I'm just a host!"

"No, there's more than that. The readings are strange it's...it's like reality's just bending round you."

"Because of this thing!"

"No, no! We're getting separate readings from you. And they've always been there, since the day you were born."

"This is not relevant to the mission," Erisa told the woman quietly.

"I thought it was just the Doctor we needed," the woman continued, "But it's the three of you. The Doctor, the Professor, and Donna Noble. Together. To stop the stars from going out."

"Why? What can I do?" she looked at her, shaking her head, "Turn it off. Please."

"Captain!"

"Power down," Erisa ordered.

"It's…it's still there, though," Donna felt her shoulder, "What can I do...to get rid of it?"

"You're going to travel in time," the woman stated.

~8~

Donna stood, wearing a thick green jacket with wires all over it, as scientists fussed over her, getting her ready.

"The TARDIS has tracked down the moment of intervention," the woman explained, "Monday the 25th, one minute past ten in the morning. Your car was on Little Sutton Street Ealing Road, but you turn right heading for Griffin's Parade. You need to turn left. That's the most important thing. You've got to go back and turn left. Have you got that, Donna? One minute past ten. Make yourself turn left, heading for the Chiswick Highroad."

"Keep the jacket on at all times, it's insulation against temporal feedback," Erisa added, putting a digital watch on Donna's wrist, "This will correspond to local time wherever you land," she held out a glass of water as well, "This is to combat dehydration."

They then led Donna back to the circle of lights and the woman turned to her again, "This is where we leave you."

"I don't want to see that thing on my back," she said quickly.

"No! The mirrors are just incidental. They bounce chronon energy back into the center which we control and decide the destination."

"It's a time machine!"

"It's a time machine," she smiled.

"If you could?" Erisa called. The woman nodded, smiling encouragingly at Donna before stepping out of the circle again, "Powering up."

The machinery whirred and the lights lit up again.

"How do you know it's going to work?" Donna asked.

"Hmm?" the woman looked at her, "Oh...yeah...we…we don't. We're just...we're just guessing."

"Yeah," she laughed, "Oh, brilliant!"

"Just remember, when you get to the junction, change the car's direction by one minute past ten."

"How do I do that?"

"It's up to you."

"Well, I just have to...run up to myself and...have a good argument."

She laughed, "I'd like to see that!"

"Activate loadstone!" Erisa ordered.

A switch was flicked and the lights blinked on, the light on the top of the TARDIS flashing.

"Good luck!" the woman called to Donna.

"I'm ready!" she smiled.

"One minute past ten."

"Because I understand, now," she continued, tearful, but brave, "You said I was going to die, but you mean this whole world is going to blink out of existence. But that's not dying. Because a better world takes its place. The Doctor's world. And I'm still alive!" she smiled but the woman didn't respond, "That's right, isn't it? I don't die? If I change things, I don't die? That's...that's right, isn't it?"

"I'm sorry."

"But I can't die! I've got a future! With the Doctor and Professor…you told me!"

"Activate!" Erisa ordered.

The lights reached a blinding quality and Donna found herself on all fours on pavement, outside a few shops, on an absolutely normal day. She stood up, unable to believe the easy air of the people around her, no suffering, no crammed quarters, normal!

She laughed joyfully before realizing something, "Hold on...but this is...I'm not...this is Sutton Court! I'm half a mile away!" she yelled upwards, "I'm half a mile away!" she checked her clock, 9:57, "Four minutes? Oh, my God…" she took off running, panting but not daring to stop. She paused once by a lamppost to check the time before taking off again, sprinting down the road.

She stopped a moment, gasping for breath, only to see it was 9:59 and she was still too far away, "I'm not going to get there."

She looked around when she recalled what the woman had said, that she was going to die, and spotted the blue lorry driving towards her.

"Please," she breathed before stepping in front of it. The driver hit the brakes but it was too late.

People screamed.

~8~

Donna came around for only a moment, blinking blearily at the blond woman as she knelt beside her.

"Tell him this: two words," she whispered to her.

Donna's eyes closed and her head fell backwards, knowing that, somewhere down the road, she was turning left.

~8~

Donna screamed, jerking back away from the teller as the beetle flailed on her back before falling off it, "What the hell is that?" she demanded, standing as the teller cowered in fear.

"You were so strong!" the teller cried, terrified, "What are you? What will you be?" she scrambled to the exit, "What will you be?"

The beetle gave a click and died.

The beaded door clinked as the Doctor entered, "Everything alright?"

Donna looked at him, at the Professor sliding past him and into the room, and launched herself at them, hugging them tightly, "Oh, God..."

"What was that for?" the Doctor laughed as she hugged the Professor individually, getting a two little pats on the back from her.

"I don't know!" she hugged him as well.

"Doctor," the Professor called, picking up the beetle off the floor.

~8~

They sat at the table, the Doctor poking and prodding the beetle with an incense stick as Donna tried to tell them what happened.

"I can't remember," she sighed, "It's slipping away. You know like when you try and think of a dream and it just sort of...goes."

"It just got lucky, this thing," the Doctor looked down at it.

"It's one of the Trickster's Brigade," the Professor stated, "A being that changes life in tiny ways."

The Doctor nodded absently, "Most times, the Universe just compensates around it, but with you..." he grinned proudly at Donna, "Great big parallel world!"

"Hold on, you said parallel worlds are sealed off," Donna frowned.

"They are. But you had one created around you. Funny thing is, it seems to be happening a lot. To you."

"How do you mean?"

"Well, the Library and then this…"

"Just...goes with the job. I suppose."

"Sometimes I think there's way too much coincidence around you Donna. We met you once. We met your grandfather. Then we met you  _again_. In the whole wide Universe, we met you for a  _second_  time. It's like something's binding us together."

"Don't be so daft. I'm nothing special."

"Yes, you are," the Professor stated, so matter-of-factly that Donna almost believed her, "You're brilliant."

The Doctor smiled fondly at her, happy to see that she was finally starting to  _really_  open up to Donna as well. She'd never been so outwardly comfortable about the woman, but it seemed like Donna was working her way past her defenses and walls and into the Professor's hearts.

Donna smiled as well…but then recalled another blond woman saying the same thing, "She said that."

"Who did?" the Doctor looked over.

"That woman," she strained, "I can't remember."

"Well, she never existed now."

"No, but she said...the stars...she said the stars are going out."

"Yeah, but that world's gone."

"No, but she said it was all worlds. Every world…she said the darkness is coming, even here."

"Who was she?"

"I don't know."

"What did she look like?" he asked, suspicious.

"She was..." she blinked, "Blonde."

"What was her name?"

"I don't know!"

"Donna, what was her name?"

"But she told me...to warn you. She said...two words."

"What two words? What were they? What did she say?"

"Bad Wolf."

The Doctor's eyes widened as the Professor tensed, recalling why the Doctor had regenerated into his present body.

"Well, what does it mean?" Donna shook her head.

The Doctor just leapt to his feet and ran out the tent, the Professor and Donna after him. He stopped short, seeing posters, banners, flags, everything saying 'Bad Wolf,' and took off towards the TARDIS, only to see even the door read that. He threw them open to see the TARDIS bathed in red light.

"Professor, what is it?" Donna asked, "Doctor what's Bad Wolf?"

"It's the end of the Universe," the Doctor breathed.

To be continued…

* * *

**Notes for the Chapter:**

> As promised, a bit more about Rose's return and the Professor:
> 
> Some background: I'm picturing Rose as having spent the last few years regretting telling the Doctor what she did, using her last words to make something up to the Professor and not what she REALLY wanted to tell him. To her, she spent much of her time travelling with them trying to convince herself that the Doctor didn't love the Professor the way she loved him, despite what she could see between them. She knew he felt SOMETHING for herself and believed it was love, and it very well could have been. Now that she was in the other world, she's spent all that time wanting to get back to him because she never wanted to leave him in the first place. In her mind, if the Doctor didn't love the Professor, he'd wait for her (Rose) to return even knowing the Professor loved him. Remember, when she told him the Professor loved him he didn't seem to react much (he was too shocked, but she didn't know that) so she might be holding onto that as a sign that he doesn't feel the same way for the Professor. And now that she's found a way back, well...we know what she'll probably be trying to do in regards to the Doctor. Unfortunately for her, things will be very different than how she left them...
> 
> What's to come: I cannot wait to post the next two chapters. I didn't want the Professor's ice-like persona to melt too much (even though it kills me to strain Keta) because this Professor takes $h!t from no one and we all know Rose dished out more than enough of it at first. It will also be important for her to be something of a soldier because...well, the Doctor may have something to say about certain comments Rose will make about that very fact. We'll see a VERY different side to the Doctor than any we've seen involving how he treats/reacts to Rose (more so in Journey's End). I have to say, I'm honestly not sure if I feel sorry for Rose or not yet...because, believe me, she did more than just build a cannon in this story.


	13. The Stolen Earth

The TARDIS materialized on the corner of a very normal, average, suburban street. The Doctor rushed out, the Professor behind him, holding out her blaster, ready for anything. Donna followed, only to see everything was fine.

"It's fine..." he breathed, "Everything's fine," he looked over at a milkman, trundling down the road, "Nothing's wrong, it's all fine!" he turned to the man, "Excuse me? What day is it?"

"Saturday," he replied.

"Saturday! Good!" he nodded to Donna, "Good, I like Saturdays."

"So...I just met Rose Tyler?" Donna asked.

"Yeah."

"But she's locked away in a parallel world."

"That's exactly the problem," the Professor agreed, putting her blaster away, her mind already racing at the implications of what that could mean, "If she can cross from her parallel world to your parallel world, then that means the walls of the Universe are breaking down, which puts everything in danger. Everything."

"But how?" the Doctor breathed before hurrying back into the TARDIS. He ran to the console, starting to set in controls while the Professor helped.

Donna cautiously approached him, "The thing is, Doctor...no matter what's happening, and I'm sure it's bad, I get that. But...Rose is coming back. Isn't that good?"

He was silent a moment before nodding, "Yeah."

"Good is relative," the Professor remarked, not coldly, but as though stating a fact.

"Relative to what?" he frowned.

"How she's back," she replied, looking at him. His frown deepened, he could sense she had a suspicion about how Rose had returned, but she was hiding it from him. And the very vague emotions he could read off her told him it wasn't for any other reason than to get the facts right before telling him, whether for better or worse.

Donna opened her mouth to ask just what they were talking about when the TARDIS gave an almighty crash, sending them all to the floor, "What the hell was that?"

"It came from outside!" the Doctor shouted, picking himself up and running to the doors. The Professor pulled him back, giving him a hard look before peeking out quickly and then opening the doors wider to reveal the TARDIS floating in space, rocks around them.

"We're in space...how did that happen?" Donna asked, but then caught sight of the Doctor's alarmed look, "What did you do?"

The Professor looked around as the Doctor ran back, "We haven't moved," the Professor called to him, "We're fixed. We're in the same area exactly," he looked up at her, "The TARDIS is still in the same place, but the Earth is gone."

"But...if the Earth's been moved...they've lost the sun," Donna gasped fearfully, "What about my mum? And granddad? They're dead? Aren't they? Are they dead?"

The Doctor ran around the console, the Professor coming to help, as they tried to locate the wayward planet, "I don't know, Donna," he sighed, "I just don't know. I'm sorry. I don't know."

"That's my family. My whole world."

"In order to move a planet of that size," the Professor explained, "It must be contained within some sort of force field or atmospheric shell. They're fine. For now."

"For now?"

"There are no readings," the Professor turned her attention to the monitor, "Not even a trace."

"Not even a whisper," the Doctor agreed, "Oh, that is...fearsome technology."

"So, what do we do?" Donna's voice trembled.

"We've got to get help," he looked at the Professor.

"No," she shook her head, knowing who he was talking about, "I am still on probation with them!"

"From where?" Donna frowned.

"Donna..." he turned to her, "We're taking you to the Shadow Proclamation. Hold tight!" he pulled a lever and the TARDIS took off, shaking violently as it hurtled through space, the Doctor and Professor struggling to operate the controls.

"So, go on then, what is the Shadow Proclamation, anyway?" Donna called above the noise.

"Posh name for 'police.' Outer space police. Here we go!"

The ship gave a lurch, sending them to the floor once more, the Professor landing on top of the Doctor, "If I get arrested for breaking probation," she threatened him, "I'm telling them who was responsible for Nukeball being made illegal on their planet."

"You wouldn't!" he gaped at her, she gave him a look, "You would."

She pushed herself up and pulled him up with her. They turned and walked out of the doors, emerging cautiously with Donna as a group of Judoon immediately pointed their guns at them.

"Sco po tro no flow jo ko fo to to!"

"No bo ho so ko ro toe so," the Professor said as Donna stared at her, "We're seeking an audience with the Shadow Architect," she translated for her.

"Bo-ko-do-zo-go-bo-fo-po-jo," the Doctor added quickly.

"He asked them not to arrest any of us."

"Ma ho," the Doctor grinned as the Judoon lowered their guns.

~8~

A tall, albino woman stared at them skeptically, "Time Lords are the stuff of legend," the Shadow Architect replied, "They belong in the myths and whispers of the higher species. You cannot possibly exist."

"Yeah...more to the point, we've got a missing planet," the Doctor cut in.

"Then, you're not as wise as the stories would say. The picture is far bigger than you imagine. The whole Universe is in outrage, Doctor, 24 worlds have been taken from the sky."

"How many?" he frowned.

"Which ones?" the Professor asked.

"Show us!" he ran over to the computer, putting on his glasses as the Architect joined them. He moved to type something in when the Professor slapped his hand away and typed it in herself.

"The locations range far and wide," the Architect told them, "They all disappeared at the exact same moment, leaving no trace."

"Callufrax Minor," the Professor read, "Jahoo, Shallacatop, Woman Wept, Clom…"

"Clom's gone?" the Doctor scoffed, "Who'd want  _Clom_?"

"All different sizes. Some populated, others not…"

"But all unconnected," the Architect added.

"What about Pyrovillia?" Donna asked.

"Who is the female?" the Architect sneered.

"Donna. I'm a human being. Maybe not the stuff of legend, but every bit as important as Time Lords, thank you," she turned to the said Time lords, "Way back when we were in Pompeii, Lucius said Pyrovillia had gone missing."

"Pyrovillia is cold case," one of the Judoon in the room replied, "Not relevant. "

"How do you mean, 'cold case?'"

"The planet Pyrovillia cannot be part of this, it disappeared over 2,000 years ago," the Architect replied.

"Yes, yes. Hang on. But there's the Adipose breeding planet too. Miss Foster said that was lost. But...that must've been a long time ago."

"That's it!" the Doctor grinned, "Donna, brilliant!"

The Professor nodded, "The planets have been taken out of time as well as space," she tampered with the computer.

"Put this into 3D."

She nodded and holograms of the planets appeared, "Adding Pyrovillia, Adipose 3, the Lost Moon of Poosh…"

The Doctor blinked, having almost forgotten about that, as he walked to stand amongst the planets which rearranged themselves.

"What did you do?" the Architect looked at her.

"The planets rearranged themselves into the optimum pattern."

"Oh...look at that," the Doctor grinned, eyeing the planets appreciatively as the Professor joined him, studying their pattern with narrowed eyes.

"27 planets in perfect balance…"

"Come on, that is gorgeous!"

"Oi!" Donna snapped, "Don't get all spaceman and time-girl, what does it mean?"

"All the worlds fit together like pieces of an engine," the Professor looked around.

"It's like a power house," the Doctor agreed, "But what for?"

"Who could design such a thing?" the Architect asked.

"Someone tried to move the Earth once before. A long time ago..." he shook his head, "Can't be..."

~8~

The Doctor, the Professor, and the Shadow Architect stood by the computer, at a loss for what was going on. According to the Professor, that sequence of planets could be used for any number of energy beams or rays to be sent out. There was no way to narrow it down without first assessing the energy. And they couldn't do that till they found the planets.

Donna sat on the stairs, wiping away a tear and staring off into space when an albino servant held out a bowl before her, "You need sustenance. Take the water, it purifies."

"Thanks," Donna took it.

"There was something on your back."

"How did you know that?"

"You are something new."

"Not me," she shook her head and looked away, "I'm just a temp. Short hand, filing, a hundred words per minute. Fat lot of good that is now. I'm no use to anyone."

"I'm so sorry for your loss."

"Yeah. My whole planet's gone."

"I mean the loss that is yet to come," she whispered, "God save you."

Donna turned, watching the woman leave when the Doctor came over, "Donna, come on, think. Earth. There must've been some sort of warning. Was there anything happening back in your day, like...electrical storms, freak weather, patterns in the sky?"

"Well, how should I know?" she snapped, before rubbing her forehead, "Um...no. I don't think so, no."

He sighed, "Oh, ok. Never mind."

"Although...there were the bees disappearing."

"The bees disappearing?" he asked sarcastically.

The Professor, however, perked up, "The BEES disappearing…"

"The bees disappearing!" they both shouted, before the Doctor spun around and pointed at her, "Tandocca!" they both realized, followed by a rather amusing, "I win!"

Donna nearly laughed at that, but then the Professor frowned, seeming at first confused by her words and reaction. She shook her head and got to typing, focusing on the monitor instead.

"How is that significant?" the Architect asked.

"On Earth," Donna explained, heading over to them, "We have these insects. Some people said it was pollution or mobile phone signals..."

"Or...they were going back home," the Doctor watched the Professor work, growing more excited.

"Back home where?"

"The planet Melissa Majoria," the Professor replied.

"Are you saying bees are aliens?"

"Don't be so daft," he waved her off, "Not  _all_ of them. But if the migrant bees felt something, some sort of danger, and escaped we can use the Tandocca Scale to find them!"

"The Tandocca Scale is a series of wavelengths used as carrier signals by migrant bees," the Professor continued, "Infinitely small, nearly undetectable if your not already looking for it."

"Nearly?" the Doctor scoffed, "It's like looking for a speck of cinnamon in the Sahar..."

"Got it!" the Professor pointed at a light blue trail on the screen, "There! The transmat that moved that planets was using the same wavelength."

"We can follow the path!" he cheered, reaching out to hug her tightly. She was so brilliant!

"And find the Earth!" Donna called, already halfway to the TARDIS, "Well, stop talking and do it!"

"We are!" the Doctor and Professor ran after her, darting up to the console and getting the coordinates in, "We're a bit late," he remarked, "The signal's scattered, but it's a start!" the Professor locked on, getting a blip from the computer, and he rushed back to the doors, "We've got a blip! It's just a blip, but it's definitely a blip."

"Then according to the strictures of the Shadow Proclamation, I will have to seize your transport and your technology," the Architect replied.

"Oh, really?" he frowned, taken aback, "What for?"

"The planets were stolen with hostile intent. We are declaring war, Doctor! Right across the Universe! And you will lead us into battle!"

"Right. Yes. Course I will. Just go and...get you a key."

He sidled back into the TARDIS, shutting the door a moment before the Professor pulled a lever and they were off, leaving the Shadow Proclamation behind.

He ran up to the console, struggling to make it there as the TARDIS jolted, just reaching it when it stopped dead.

"It's stopped…" he breathed.

"What do you mean?" Donna looked around, "Is that good or bad? Where are we?"

"The Medusa Cascade," the Professor called from the monitor.

"Really?" the Doctor walked over to look at the screen before sighing, reminiscent, "I came here when I was just a kid," he told Donna, "Ninety years old. It was the center of a rift in time and space…" the Professor punched him hard in the arm, "Ow! What was that for?"

"Going without me," she gave him a hard look.

"I thought I apologized for that already," he grumbled.

"So...where are the 27 planets?" Donna asked, looking over their shoulders.

"Nowhere," the Professor stated, "The Tandocca trail stops dead."

The Doctor sighed and leaned back on a Y-beam, "End of the line."

Donna swallowed nervously, "So, what do we do? What do we do?" the Doctor was silent while the Professor eyed the screen as she typed something in, "Don't do this to me. No, don't. Don't do this to me. Not now. Tell me what we're going to do!" her voice shook with fear, "You never give up! Neither of you! Please!"

"The device you used…" the Professor began, "We were only 85/87 when we started working on it. Hardly my best work, no where near the scale of masterpiece worthy…" she turned the monitor a bit, revealing an angry red streak across the scan she'd run, "It left a scar," the Doctor blinked, "Stands to reason, the planets are inside it."

His eyes widened before he grinned, "You are brilliant!" he gave her a quick kiss before running around the console, both of them working on trying to break through the scar on the rift.

~8~

Martha's mobile rang in the middle of their third attempt at breaking through the scar.

"PHONE!" the Doctor shouted, running over to it, grabbing at another strand of hope, it was proving harder than they anticipated breaking through the scar, "Martha, is that you?" the phone beeped, "It's a signal…"

"Can we follow it?" Donna asked, hopeful.

"Oh, just watch us," he put his stethoscope to the phone and placed it on the monitor. He looked at the Professor who nodded.

"Got it!" she called, "Locking on!" she pulled another lever and the TARDIS shuddered, sending them falling all over the place, sparks flying from the console. A moment later it was up in flames, the TARDIS shaking violently.

"We're travelling through time!" the Doctor shouted over the noise as they grabbed on for dear life, "One second in the future! The phone call's pulling us through! THREE! TWO! ONE!"

They held on tight as the TARDIS hurtled through the scar and into a space beyond, the planets becoming visible on the monitor.

The fires died down and the TARDIS stopped shaking, the Doctor and Donna smiling as they realized they'd made it, even the corners of the Professor's mouth twitched up and stayed that way.

"The 27 planets!" Donna cried, delighted, "And there's the Earth! But why couldn't we see it?"

"The scar put the entire Medusa Cascade a second out of sync with the rest of the Universe," the Professor stated.

"Perfect hiding place," the Doctor agreed, "Tiny little pocket of time. But we found them!" there was a whirring sound and the screen blurred, "Oh, oh...what's that? Hold on, hold on..."

The Professor turned a knob, "It's a sub-wave network."

The image on screen cleared into a grid of webcams, revealing Jack and Torchwood, Martha and her mother, Sarah Jane and a boy, with the three of them in another box.

Jack laughed in relief before angrily snapping, "Where the hell have you been? Doctor, Professor, it's the Daleks!"

"Oh, he's a bit nice," the girl beside Jack eyed the Doctor, "I thought he'd be older."

"He's not that young," the man on the other side of Jack muttered.

"It's the Daleks!" Sarah Jane called, "They're taking people to their spaceship!"

Sarah Jane and Martha started to jabber over each other as the Doctor watched them fondly, so,  _so_  proud of them all. He glanced at the Professor who still had the smile on her face, small though it was.

"But it's not just Dalek Caan!" Martha added.

"Sarah Jane!" the Doctor beamed, "Who's that boy? That must be Torchwood. Aren't they brilliant?"

"Exceptionally," the Professor nodded.

Jack and Martha, the only two who had truly seen the new Professor, grinned broadly at her praise. It seemed travelling with Donna had done her good. They could tell by her posture, still 'at ease,' as well as other signs that she was still as closed off and militant, but there was a pinch of her old self coming back.

"Look at you all, you clever people!" he looked at them with a smile.

"That's Martha!" Donna grinned, "And who's…" she pointed at Jack, "...he?"

"Captain Jack. Don't!" he shook a finger at her warningly, "Just...don't."

"It's like...an outer space Facebook!"

"Everyone except Rose…" he sighed.

And the Professor's smile was gone.

She understood, really she did. She and the Doctor had talked, after Rose had gone, about his feelings for her, for the both of them. They'd talked even more so after the whole issue with the Family of Blood. She understood he loved Rose but that, according to him, he loved  _her_  more. He'd even suggested at one point that his time as John Smith had made him realize that he'd done what he had on Gallifrey once more, substituted someone else for the Professor. First it had been her cousin for her, and then Rose for her. She had to admit, her first incarnation had the same shade of blonde hair and a similar nose as Rose did, possibly even some other similar traits, few though they were. She had noticed that he mentioned Rose far less after dealing with the Family, treated Martha even more as a proper Companion, so she knew he was speaking the truth.

She had been the one to ask him about his true feelings for fear of the Bond. They had completed their Bonding and she had been terrified that he'd rushed into it to heal himself from Rose's departure, as a rebound of sorts. They'd almost gotten into a row about it. He'd been furious she could even believe herself second best to Rose, to anyone. Amidst his shouting, he had stressed that he loved her far longer than Rose and far more deeply than he could anyone else. The Bonding was a serious matter, it bound them together for all of time and space, in ways a human could never understand or achieve. Yes, he loved Rose, but it paled in comparison to his feelings for her.

She understood all that. And she loved him all the more for it. But there was always a nagging in the back of her mind that told her, had Rose stayed, had the girl never told the Doctor that  _she_  loved him before the gap closed…that he might have picked Rose. Rose had wormed her way into his hearts and just from the little time she'd travelled with Rose, she knew the girl was not going to let go of him that easily, if ever. She had truly been surprised that Rose had told the Doctor that she loved him instead of proclaiming her own love for him. But the more she thought on it, the more she started to feel like it was a rash decision on Rose's part, something she had done before truly considering it and knew that, with how deeply Rose felt she deserved the Doctor, she would come to regret that.

The screen turned to white noise, cutting off her thoughts.

"Ah…" the Doctor frowned.

"We've lost them!" Donna cried anxiously.

"No, no, no, no, no!" he turned a knob, "There's another signal coming through, there's someone else out there," he bashed the top of the monitor, "Hello? Can you hear me?"

"Your voice is different, and yet, its arrogance is unchanged," a deep voice called out. The Doctor and Professor froze as the image cleared to reveal none other than Davros, the creator of the Daleks, "Welcome...to my new Empire, Doctor. It is only fitting that you should bear witness to the resurrection and the triumph of Davros, Lord and Creator of the Dalek Race."

"Doctor?" Donna called, gently, seeing them both freeze, the Professor in hatred and anger, the Doctor in fear.

"Have you nothing to say?" Davros asked.

"Doctor, it's alright," Donna tried to reassure him, "We're...we're in the TARDIS. We're safe."

"But you were destroyed…" he breathed, shaking his head at Davros, "In the very first year of the Time War, at the Gates of Elysium. I saw your command ship flying into the jaws of the Nightmare Child…"

"I set your ship to fly into the jaws of the Nightmare Child," the Professor glared. The Doctor looked at her shocked, "That was my first mission, destroy the Dalek creator."

And it had been. Rassilon had implimented a required quest of sorts, a mission, for all Academics before the real training program, not the cover it had held of them creating strategies and running numbers, truly began. They were all sent out on missions, some to other planets, some to different battles, some behind enemy lines, all with something they were meant to do. That had been what truly lowered their original numbers of near 12,000 to the 5,000 that survived to the start of the program. They had been sent out with little preparation, almost no training at all, into situations there was little hope of surviving. It had been Rassilon's thought that those who did not succeed were not meant or fit for his elite program to mold the Academics into the soldiers he wished. She had made it only because of her past with the Doctor, the times they would sneak around the Academy and steal shuttles and other forms of transport for their adventures. She had survived the terror of the Dalek base only to be left to the hell of the Time Lord training facility.

"What?" the Doctor looked at her, clearly not having known that.

She turned to him, hard, "You may not have been able to destroy him before but I was  _not_  going to let that happen again," she turned to Davros, "I got into the ship, hacked the navigation, and set the coordinates."

"Ah," Davros grinned, "The Professor. I wondered when I'd meet the one responsible for killing so many of my children. The one who tried to kill me as well..."

The Doctor swallowed hard, "I tried to save you..."

"But it took one stronger than you. Dalek Caan himself."

"I flew into the wild and fire," Dalek Caan's panel lit up, revealing the mutated Dalek, seemingly wild and insane, "I danced and died a thousand times!"

"Emergency Temporal Shift took him back into the Time War itself."

"But that's impossible, the entire War is Time Locked!" the Professor shouted, growing very angry, and not entirely at Davros.

"And yet, he succeeded. Oh, it cost him his mind, but imagine…a single, simple Dalek succeeded where Emperors and Time Lords have failed. A testament, don't you think, to my remarkable creations?"

"And you made a new race of Daleks," the Doctor grimaced.

"I gave myself to them. Quite literally. Each one grown from a cell of my own body," he pulled open his leather suit to reveal a rotten, emaciated form, his ribs and heart visible, "New Daleks. True Daleks. I have my children, Doctor. What do you have, now besides the Professor?"

"But that's all I need, isn't it? Like you said she's killed millions of your children by herself. And now she's got me. And after all this time...everything we saw, everything we lost...I have only one thing to say to you," he glared, "BYE!" and pulled a lever, cutting the transmission.

The Professor whirled around and punched one of the Y-beams, thoroughly bruising her hand and startling the Doctor and Donna in the process. While she had been closed off, she had never been that violent with such little warning...

"Professor?" Donna called, "You alright."

The Professor was breathing heavily, shaking in anger, her hands clenching into fists despite the pain in her knuckles, "The Time Lock is  _impenetrable_ ," she ground out.

"How do you know?" Donna frowned, asking gently, not wanting to upset the woman any more than she clearly was.

She didn't answer and so the Doctor did, "It was her creation, 'The Moment.'"

~/~\~

_"Theta!" someone shouted behind him. He looked over his shoulder from where he was sitting on a bench in the garden of the Academy, shaken from his sorrowful ponderings, to see the object of his thoughts rushing towards him, "Theta!"_

_He smiled, "Kata," he stood up, opening his arms and catching her as she leapt into them, spinning her around in a hug, laughing for the first time in what seemed like ages. She always could cheer him up from 'being all melancholy.' It was why he'd found himself heading to the Academy more and more often to visit her, things with Mayra had become unbearable..._

_"No!" she pulled away quickly, "No time for that!" she grabbed his hand, "Come on!" and half dragged him towards the forests at the edge of the garden._

_"Where are we going?" he asked, starting to run with her, he could tell she was excited about something, she was practically buzzing and he couldn't wait to see what it was that had made her so._

_"Just come on!" she pulled him more, leading him to a familiar path, towards where they'd often come to see the Pika flowers. She let go of his hand as they reached it and ran over to them._

_"Kata we watched the flowers yesterday," he reminded her. He always made time to come see her when the Pika flowers bloomed, not about to give up that tradition no matter how often Mayra complained about how absurd and childish it was._

_"I know that," she rolled her eyes at him, "That's not why we're here."_

_He laughed, "Alright then, why?"_

_She grinned widely, "I finished."_

_His eyes widened, "You finished it?"_

_She nodded, "I finished!"_

_He ran over to her, hugging her again, spinning her around, "That's wonderful!" he set her down, "I'm sure whatever it is will get you the title, no question about it."_

_"That's what I brought you here for," she replied shyly. She gently set the bag she'd worn over her shoulder down on the ground and opened it, pulling out a device._

_"Kata is this..." his mouth dropped open as he eyed it. It seemed quite a bit like what he'd learned from Earth culture was the bottom of a blender. It was a base with a dial on it and a small metal bar on the top of it, not as sharp as a blender, but he could see it was meant to spin._

_"I call it 'The Moment,'" she nodded, setting it down on the ground._

_He shook his head, "But...but you're not meant to show anyone but the heads of the Academy it!"_

_Once an Academic finished their schooling they were expected to create something that embodied their education and present it to a board of Time Lords responsible for the Academy. Upon approval they would be allowed to graduate with the title of Academic. No one but the Academic and the board were meant to know what was created._

_She laughed, "Really Theta? YOU are going to start worrying about the rules NOW?"_

_He blinked and couldn't stop the smile from spreading across his face, "Oh alright then, what's it do?"_

_She was quiet a moment, a pink tint appearing on her cheeks, "Do you remember what you used to tell me about the Pika flowers?"_

_He frowned in thought, "That I'd stop them dying one day, just for you."_

_She smiled, "You've inspired me again Theta," she whispered before kneeling down. She set the dial on the machine to the left, what would be a low setting, and turned, plucking a flower from a low hanging branch beside her. She held the flower over the device and pressed a button in the middle of the dial._

_A moment later the bar began to spin and she released the flower. It hovered there, caught by the current the bar was producing, until the current began to spin around the flower, creating a sphere around it. His eyes widened as, a few moments later, he saw the gentle movement of the flower that the current had created freeze in place._

_"It's..."_

_"Frozen," she nodded, watching the flower, before looking up at him, "Locked in a moment in time."_

_"A...time lock?"_

_"I suppose it could be called that too," she stood, "I like 'The Moment' better."_

_He shook his head out of his shock, "Kata...that's amazing!"_

_She blushed a bit more at his praise before tapping the button, releasing the flower. She reached down and picked it up, fiddling with it in her hands as she looked at him, "For being so small, it's actually quite powerful," she remarked, eyeing the device, "It can lock an object as small as this," she held up the flower, "Or even as large as an entire planet," she nodded at the other end of the dial, the more powerful setting, "Forever. Undisturbed, once it's been surrounded and the current solidifies of course. Nothing gets in and nothing gets out, from any point in time, from any method of time travel."_

_A moment later, he started to laugh, "What?" she frowned at him._

_"I always said I'd stop them dying for you," he smiled at her fondly, "And you've gone and beaten me to it."_

_She grinned as well, shrugging playfully, "You never could think as fast as me."_

~/~\~

"What?" Donna asked, pulling him from his thoughts.

He nodded, "All Academics, in order to fully graduate with the title, had to either invent or create something at the end of their studies. Like…a carpenter creating a masterpiece to become a master. You could create a cure for something, form a new sort of mineral, invent some sort of machine. She made 'The Moment,' the first Time Lock," he sighed, "And I stole it from the Academy Archives to use on the planet. If anyone knows how it works it's her. I only knew the basics to get it in place."

"Maybe you set it wrong?"

"No," the Professor turned around, "The only way to get into the Time Lock, the only way to get out of it is if the walls of the Universe themselves are losing integrity or collapsing. On a planet wide scale, the currents the device creates literally pull the walls of the Universe around the planet for a more powerful lock, sealing it away," she shook her head, "It would have to be something colossally powerful to be able to do that."

"What has that power?" the Doctor frowned.

"Torchwood would have the resources to build something to that scale, but it would have had to be going on for years and, believe me, we would have noticed. And," her jaw tensed, " _Jack_  would  _never_  risk doing something like that. Besides that, there are only a few other worlds in the Universe that could manage, but they are all aware of the dangers of rupturing the Universal walls and we still would have noticed."

He sighed, running a hand through his hair, "First things first," he turned to the console, "We need to get to Earth and figure out what's going on."

She nodded, moving to help him, now in control of herself once more.

~8~

The TARDIS appeared outside a church in the dark, the road abandoned, cars and litter scattered everywhere.

The trio stepped out of it and looked around, unsettled, "It's like a ghost town," Donna remarked.

"Sarah Jane said that they were taking the people," the Doctor muttered, "But what for?" he turned to Donna, "Think, Donna. When you met Rose in that parallel world, what did she say?"

"Just...the darkness is coming."

"Anything else?"

Donna caught sight of something over his shoulder, "Why don't you ask her yourself?"

He furrowed his brow before spotting her gaze and turned around, seeing Rose standing at the end of the road, a very large gun in her hands. She smiled at him and broke into a run as he just stared. He looked at the Professor, knowing how she felt about Rose, only to see her blank once more, her emotions even more sealed away than before.

"You missed her," she stated with a curt nod, not about to deny him greeting an old Companion, "Go."

He smiled at her, thankful, because he truly  _had_  missed Rose. She had done so much for him, helped heal him after the war, helped humanize him. And he would always be grateful. But he knew, while he loved her in a way, the pain of losing her had faded over the years, due in large part to the other blond girl before him with a much smaller gun.

He turned and ran off, sprinting towards Rose when something appeared in the shadows, "Exterminate!"

He turned around too late as a Dalek shot at him, the laser only skimming his chest, but damaging him enough. He fell to the ground in pain. The Professor, already running full speed down the road, fired at the Dalek as it turned to her. One powerful blast straight through the eyestalk…stopping it dead.

There was a crackle and Jack appeared in a flash of blue light, shooting the Dalek as well, blowing the top off it for good measure. Rose dumped her gun and knelt beside the Doctor as the Professor stood beside him, forcing herself to be sealed off not only in the face of Rose but her Bonded's possible death and regeneration, she had to keep a level head to be able to help him.

"I've got you," Rose cradled his head in her hands, "It missed you. Look!" she smiled at him, "It's me, Doctor."

He blinked at her, barely conscious, his vision hazed by the pain, and, instead of calling out for her, he called, "Professor?"

"It's Rose," the Professor told him, crouching down on the other side of him.

He looked at her for a moment, smiling at her as he held out a hand, she grasped it in her glove-clad hands and he turned his head to Rose, "Long time no see."

Rose forced a smile, playing off his actions for comfort in his pain and his words for confusion. She'd worked out that the Professor must have regenerated during the whole video conversation she had been peeking at. They were both blond now, it would be easy for him to mistake her for the Professor, "Yeah. Been busy, you know," he convulsed, "Don't die. Oh, my God, don't die. Oh, my God, don't die."

"He won't die," the Professor replied, "He'll regenerate."

"Same thing isn't it?" Rose looked at her harshly.

But this time, the Professor didn't back down.

"Not to everyone," she snapped right back, looking over to see Jack and Donna running up and stood, "Jack, get him into the TARDIS," she ordered Jack, taking control of the situation, "Donna, get the doors for him," Jack quickly knelt down and hefted the Doctor up to his feet, rushing him towards the box, "Rose, grab your gun and follow me. Come on!" she called to Rose who merely stared up at her, stunned, "We do not have time for this," she reached out and grabbed Rose's arm, nearly pulling her arm out of its socket as she hauled the woman to her feet. Rose shook her head and scrambled to get her gun, shocked at the way the Professor had held her own.

They ran back to the TARDIS, Jack setting the Doctor down on the grilling by the console as he twitched and moaned in pain. Rose ran to his side, cradling him, tears falling from her eyes.

"What…what do we do?" Donna asked, "There must be some medicine or something!"

"Just step back," the Professor told her, ushering her back, but Rose didn't move, "Rose!" she rounded on her, "Do as I say, get back!"

"I'm not gonna leave him!" she shouted.

The Professor just reached forward and grabbed her wrist, yanking her up and away from him, "I said get back."

Rose glared at her, pulling her arm away, "No! I came all this way! I'm not gonna let this happen!"

" _You_  can't stop it," the Professor told her, though the emphasis of her words seemed lost to the girl. Rose moved to go to him but the Professor reached out and grabbed the shoulder of her jacket, pulling her back once more, in no mood to deal with Rose's attempts to stand next to the dangerous regeneration energy that was slowly overtaking the Doctor while also trying her very best not to punch the girl, "Rose, back then he was yours. But now he's mine, and YOU will do as  _I_  say! Get back!" she shoved her over to Jack who kept a hold on her.

The Doctor groaned, holding his hand out, seeing the glow of orange-gold around it, "It's starting…" his whole body started to glow.

"Here we go!" Jack breathed, pulling the girls back, save the Professor who was too near the console, "Good luck, Doctor!"

The Doctor strained to his feet, "I'm sorry. It's too late. I'm regenerating!"

He threw his head back, his arms out, the orange energy exploding from him...

* * *

**Notes for the Chapter:**

> A few semi-important notes/comments:
> 
> I remember watching this episode and really just wanting SOMEONE to shove Rose back and tell her to stop whining about the Doctor regenerating. She saw it once, she'd lived through his change, and if she really loved him and not that version of him, she wouldn't have cared that he was about to again. Her begging him not to really irritated me, as the Professor said, like SHE would have been able to stop it? Sorry, that just bothered me, and apparently the Professor too.
> 
> The 12,000 Academics, I picture the Academic program as being a VERY elite one to get into. At any given time I'd say there are 5,000 Academics in the Academy working towards earning their titles. If every Academic is there for 200 years, that means about 25 graduate every year and another 25 are accepted in. I mentioned the the Sontaran chapters that Rassilon had called in every Academic for the last 500 years, which means about 12,500 being called back. Not all of them would agree, many would refuse and meet their end, so there goes 500+ people off the top. And throwing 12,000 people all over a war zone with absolutely no preparation or warning or protection, I could see that lowering the numbers, especially where Daleks are concerned...
> 
> On another note, I remembered how that one Time Lady at Rassilon's council in the End of Time mentioned that the Doctor had possession of 'the Moment' and made it the device that the Professor created, essentially the first of the Time Locks, a device for trapping/locking things in a single moment in time. There'll be more about that during The End of Time chapters, of course, and just a bit more about it next chapter where we will see another side to the end of the Time War, another reason the Doctor did it. I'd made a comment about it at the end of The Shakespeare Code that will be explained more in the next chapter. Can you guess the second reason why he ended the war? Hmmm... AS FOR the 50th Anniversary special, I DO have twists for explaining the Moment there in terms of the Professor's creation here, so just wait for it ;)
> 
> It seems like the Professor and Rose basically about to duke it out...as I was planning this story, that's exactly what I thought would happen too, but then...as I started writing and the characters took over, well...what I ended up writing wasn't what I expected would happen. As it turns out, it's not the Professor that Rose will have to worry about. What happens next is, I think, something that will impact Rose much more, much deeper, and much worse.
> 
> As for a hint about the next chapter (my longest chapter yet!)...it has something to do with my version of The Lazarus Experiment. Something from that will play out next chapter and that's all I'm saying...mu-wah-ha-ha-ha-ha...I feel as evil as Davros right now...
> 
> I would definitely be far more evil than him if I broke up the next chapter. There are points where, had I stopped the chapter there, the cliffhangers would have killed you. But don't worry, I wouldn't do that to you, I'm not stopping, we're going through the whole event. I'm fully expecting/hoping you scream NO! out loud at certain parts though ^-^


	14. Journey's End

The Doctor stood there, the orange-gold energy exploding out of him when…

"Doctor!" the Professor shouted.

He managed to glance over at her, seeing her holding his hand in a jar before her, braced and ready. He threw his arms at her, directing the energy at his hand, making it bubble and glow as the energy flowed into it. He stopped regenerating, stumbling backwards, breathless as the Professor set the hand down and eyed him carefully.

"Now, then," he grinned, "Where were we?" he darted back to the console, the Professor joining him as the humans stared on in shock. He dashed around when he noticed the hand was bubbling and patted it, "There, now," he blew on it gently to calm it down, "You see?" he looked at them, "Used the regeneration energy to heal myself, but as soon as that was done, I didn't need to change. I didn't want to, why would I?" he tweaked his tie, "Look at me! So, to stop the energy going all the way, I siphoned off the rest into a handy bio-matching receptacle, namely, my hand. My hand, there. My handy spare hand," he glanced at Rose, "Remember? Christmas Day? Sycorax? Lost my hand in a sword fight? That's my hand! What do you think?"

Rose edged forward slowly, Jack and Donna watching her from behind, the Professor watching from across the console, "And...you're still you?" she asked.

"I'm still me," he nodded.

Rose hugged him tightly, burying her face in his shoulder, her eyes squeezed tightly in joy.

Donna looked over to see the Professor tense and frowned, recalling Rose's words about wanting a second chance with the Doctor despite the fact that he might be with the Professor. Trying to break the tension she turned to Jack and jokingly remarked, "You can hug me, if you want," he laughed and she grew serious, "No, really, you can hug me."

Suddenly…the power cut out. The Doctor quickly pulled away from Rose and ran over to the Professor's side by the monitor. He tried hitting some buttons but it didn't work, "They've got us. Power's gone...some kind of…"

"Chronon loop!" they both shouted and the Doctor grinned, but then the TARDIS jolted dangerously to one side, nearly knocking them to the floor. Suddenly the monitor lit up, showing them to be heading towards a large planet-like ship.

"There's a massive Dalek ship at the center of the planets," Jack told them as he glimpsed it on the readings, "They're calling it the Crucible. Guess that's our destination."

"You said these planets were like an engine," Donna turned to the Professor, "But what for?"

"Rose!" the Doctor spun to her, "You've been in a parallel world, that world's running ahead of this Universe, you've seen the future, what was it?"

"It's the darkness," she replied.

"The stars were going out," Donna nodded, remembering that.

"One by one. We looked up at the sky and they were just dying. Basically, we've been building this um...this travel machine, this...uh...Dimension Cannon…so I could...well, so I could..."

"What?" the Doctor breathed.

"So I could come back!"

"No…not that," he shook his head, his hearts constricting painfully as a cold feeling spread through his veins, "A Dimension CANNON?"

She nodded, "Suddenly, it started to work. And the dimensions started to collapse…not just in our world, not just in yours, but the whole of reality, even the Void was dead. Something is...destroying everything..." she frowned, seeing the Doctor staring at her, horrified, "What?"

"A CANNON?" his eyes grew cold as the hard realization hit him. He glared at her, "So me telling you all that using the little tiny teleport buttons ripped holes in the Universe wasn't enough, no you think 'Let's make it bigger! Let's build a giant Cannon!'"

"Doctor I don't understand what…"

"How long?"

"What?"

"How long have you been using it? Firing it?"

"A few months after the parallel world sealed."

His jaw tensed, "That Cannon has been blasting itself at the walls of the Universe for years? Rose that thing is the reason the Daleks got through! Did you not think that blasting the walls of the Universe would do nothing to them? They're walls! They can be demolished! I don't believe you. You...humans! You...you...you stupid apes!"

Rose gasped, hurt, but he didn't care. He was  _seething_. All his work, all his sacrifices, everything he'd lost…everything the Professor had been through…and this...this miserable little human had destroyed  _all_  of it just because she couldn't let him go! He sent her away despite loving her because she would have had a better life with her  _family_  than with him. He sent her away because he cared about her that much. And she disregarded his wishes, spat it back in his face, defied him, and released the Daleks in the process! He was  _fuming_.

"I can fix it," the Professor said from where she was standing by the monitor on the other side of the console.

He looked at her, breathing hard, and realized...she had suspected this. She suspected what Rose being there had meant, how she'd gotten there. And she hadn't said it, for love of him. Because if she had told him flat out that Rose was responsible for the release of the Daleks before he figured it out for himself he would have had a hard time believing her. But now…

"How?" he asked, trying to calm himself. He shoved past Rose and to the Professor's side. She brought up a plan in Gallifreyan on the monitor.

"When this is over I'm going to need whatever tech Rose was using to jump worlds," she replied, "If I can key in to the frequency and energy signature of it, I should be able to locate and seal the holes in the Universe with it."

He nodded, he knew this was hard for her. It was her device that had sealed the Time War, but even more so it was her creation, she had poured her hearts and soul into making 'The Moment.' And to have someone attack it, come so near to destroying it…even if it was used to a terrible end, leaving their world to burn within it, no one wanted to see their work destroyed and Rose had inadvertently nearly done that. They could only be thankful that the Cannon hadn't demolished the walls completely and broken the entire Time Lock.

"In that parallel world..." Donna cut in, thinking of something, Rose turned to her, tears in her eyes, grateful for the distraction, "...you said something about me. "

"The Dimension Cannon," she flinched as the Doctor shot a glare at her, "Could measure timelines, and it's...it's weird, Donna, but they…"

"All converge on you," the Professor finished. She had already seen the way the space, the temporal tipping points, converged on Donna. The Doctor had as well. It was one of the many reasons they had taken Donna with them.

"But why me?" Donna frowned, "I mean...what have I ever done? I'm a temp from Chiswick!"

The monitor beeped, "The Dalek Crucible," the Doctor remarked, "All aboard..."

A moment later the TARDIS landed with a crash.

"The TARDIS is secured!" they heard a Dalek shout from outside the doors.

"Doctor!" a deeper Dalek voice called, "You and the Professor will step forth or die!"

"We'll have to go out," the Doctor said, staring at the door, "'Cos if we don't, they'll get in."

"You told me nothing could get through those doors!" Rose cried, alarmed.

"You've got extrapolator shielding," Jack agreed.

He turned to them, a hard look in his eyes that seemed so at home on the Professor yet out of place on him. He was at his end, he was frustrated and angry beyond all belief to have an army of his nightmares facing him once more due to one of his former Companions, and he was not in the mood to be questioned or challenged, "Last time we fought the Daleks, they were scavengers and hybrids and mad. But this is a fully fledged Dalek Empire...at the height of its power. Experts at fighting TARDISes, they can do anything."

"Right now, that wooden door is just wood," the Professor called as Jack and Rose looked shocked.

Rose looked a bit sick as well, the full weight of everything crashing on her, though she still maintained in her mind that the Cannon couldn't possibly be the reason all this was happening. The walls had started to fall before the Cannon actually worked, not when it finally started working. To her, this just seemed like a big setup by the Professor, this regeneration of her seemed more than capable of it, turning the Doctor against her, taking him away from her…

The Professor's eyes narrowed, seeing the emotions cross Rose's face, knowing what she was thinking. She was denying the Cannon's responsibility in this, her part in it. But she forgot, just because the Cannon didn't  _seem_  to be working because she couldn't cross the walls didn't mean it wasn't working against the walls at all. It would take quite a while to breach even a small hole in the Universal walls, but once it did everything would fall apart…which it did. And that was what allowed the Cannon to finally start to work, working in terms of allowing Rose to cross, it was sending her through the cracks it had made.

"What about your Dimension Jump?" Jack turned to Rose.

"It needs another twenty minutes and anyway, I'm not leaving," Rose stated.

"We're  _not_  using it regardless," the Doctor snapped, "We don't need anymore walls coming down. As it is, we're lucky the Daleks were the ONLY ones to come through," he took a breath and turned to Jack, "What about  _your_  teleport?"

"Went down with the power loss," he shook his head.

"Right then," the Doctor swallowed hard, "All of us together...yeah?" he looked back to see Donna staring out into space, "Donna?" she didn't react so he walked over to her, "Donna?"

"Yeah?" she looked up.

"I'm sorry, there's nothing else we can do."

"No, I know."

He nodded and mouthed 'ok,' before turning to the doors.

"Surrender, Doctor, Professor, and face your Dalek masters," the deep Dalek voice called.

"Crucible on maximum alert!" another Dalek reported.

"Daleks," Rose laughed nervously, "Heh!"

"Oh, God!" Jack laughed tensely.

The Doctor looked around, "It's been good, though, hasn't it?" he turned to Donna, "All of us...all of it...everything we did..." she nodded, "You were brilliant," he told her as she smiled widely. He turned to Jack, "And you were brilliant," and then to Rose, his expression falling a bit, "And you  _were_  brilliant," she blinked back a few tears at the different connotation in his words. He looked at the Professor, "And you…" he shook his head with a smile, "You are bloody brilliant!"

"I better be," the Professor retorted.

"Blimey," he breathed, turning to the door, resigned. He walked towards it, Jack and Rose following him, Donna and the Professor after them, the Professor with her eye on Donna who was exhibiting odd behavioral patterns.

"Daleks reign supreme!" the deep voiced Dalek cheered as the Doctor, Jack, and Rose stepped out, "All hail the Daleks!"

The Professor paused by the door, Donna had stopped walking.

"Daleks reign supreme!" the Daleks chanted, filling the room, "All hail the Daleks! Daleks reign supreme! All hail the Daleks! Daleks reign supreme! All hail the Daleks! Daleks reign supreme! All hail the Daleks!"

The Doctor exhaled.

"Behold, Doctor," a rather large Dalek, the Supreme Dalek, stated, "Behold the might of the true Dalek Race."

"Donna," the Professor called, seeing Donna turn back to look at the console.

"Donna?" the Doctor shouted, hearing the Professor, "It's no safer in there…"

Donna turned to see the Professor at the door moments before it slammed shut on her.

"Doctor!" the Professor tried to shove the door open, unwilling to kick it down as it was the last TARDIS.

"Doctor?" Donna ran over, banging on it, "What've you done?"

"It wasn't me, I didn't do anything!" he shouted, trying to get the door open on his side as well.

"Oi! Oi, I'm not staying behind!"

"Professor!" he called, "What is it?"

"I don't know," she replied and his hearts froze, that was  _never_  a good thing, "The door won't open at all."

"What did you do?" he demanded of one of the Daleks.

"This is not of Dalek origin," the Supreme Dalek remarked.

"Doctor!" Donna banged on the door as the Professor ran to the console, trying to override the commands.

"Stop it!" the Doctor shouted angrily, "That's my friend and my Bonded. Now, open the door and let them out!"

"This is Time Lord treachery!" the Supreme Dalek yelled.

"Me? The door just closed on its own!"

"Nevertheless, the TARDIS is a weapon and it will be destroyed."

The TARDIS jolted violently as it dropped down through a trapdoor. Donna stumbled, grabbing onto the railing and trying to reach the Professor by the console.

~8~

"What're you doing?" the Doctor shouted, staring down the trapdoor in horror, "Bring it back!"

~8~

"Professor!" Donna called as she grabbed onto the railing. The Professor ran over, somehow managing to keep her footing, and hauled her up to the captain's chair to hold onto as she ran to the console once more.

~8~

"What've you done?" the Doctor demanded urgently, panicking, as his hearts raced, "Where's it going?"

"The Crucible has a heart of Z-Neutrino Energy," the Supreme Dalek replied, "The TARDIS will be deposited into the core."

"But you can't, you've taken the defenses down!" his eyes widened in horror, "It'll be torn apart!"

~8~

The lights around the console smashed, cutting the Professor's arm but she ignored it, working away as small fires sprang up around the grilling.

Donna screamed.

~8~

"But Donna's still in there!" Rose shouted.

"And the Professor!" Jack added, "Let them go!"

~8~

Donna fell off the chair as a small explosion near her made her jump.

~8~

"The females and the TARDIS will perish together!" the Supreme Dalek stated, "Observe," he brought up a holographic screen of the TARDIS, bobbing in white-hot energy, "The last children of Gallifrey are powerless."

The Doctor could only watch in horror, powerless indeed.

~8~

Donna coughed as the smoke began to choke her, glass smashing around her, sparks flying, absolute chaos. The Professor ran over, grabbing the side of Donna's jacket, and pressed it to the woman's mouth as a filter before turning to get back to the controls.

~8~

"Please," the Doctor pleaded, "I'm begging you, I'll do anything! Put me in her place! You can do anything to me, I don't care, just get her out of there! Please, I can't lose her! Not again!"

~8~

Donna moved onto her hands and knees, coughing and panting, but suddenly…stopped, catching sight of the hand, a heartbeat echoing in her mind. The hand started to glow and she reached out for it, touching it…

"Donna no!" the Professor ran over, grabbing her hand as though to pull her away, when the excess energy exploded at the touch of a second Time Lord, sending her flying back, headfirst, into the wall.

Donna flew back, hitting the console, as the glass shattered.

~8~

The Doctor watched the screen in terror, teeth gritted, panting, trembling.

"You are connected to the TARDIS and your Bonded," the Supreme Dalek cheered, "Now, feel them die!"

~8~

Donna sat up, unaffected by the destruction around her, watching as the hand lay on the grilling, the fingers twitching, glowing. Suddenly the energy spread outwards, into the shape of a man. As soon as it was fully formed it sat up and the energy was shaken off to reveal the Doctor, another Doctor, eyes wide.

"It's you..." Donna gasped.

"Oh, yes," the New Doctor nodded.

She glanced down before quickly looking away, "You're naked!"

"Oh, yes."

The TARDIS jolted.

~8~

"Total TARDIS destruction in ten rels!" a Dalek reported.

Rose stepped forward to take the Doctor's hand but he yanked it away, his mind and hearts already blaming her for not only the destruction of the TARDIS but the death of his Bonded…if not for her…the Daleks would have remained trapped.

"Nine! Eight! Seven! Six! Five!"

~8~

The New Doctor reached for a button on the console with gritted teeth and wild eyes. He hefted himself up and glanced over at the Professor, still lying on the floor where she'd fallen by the wall, "Check on her, I have this under control."

Donna nodded and ran over to her friend.

~8~

"Four! Three! Two! One!"

The TARDIS faded away.

~8~

"Doctor!" Donna gasped, tears in her voice, "She's…she's dead."

"What?" the New Doctor's eyes widened as he ran over, kneeling down beside the woman and rolling her onto her back. He spotted the edge of a gash on her head as it lulled to the side facing the wall. He reached out, pressing a hand to her neck, no pulse. He ran to the console, grabbing the stethoscope and rested it on her hearts, no beats in either one. He looked at her, waiting for any sign of regeneration, but it never came.

"You said you could regenerate!" Donna shrieked, "Why isn't she? Shouldn't she be orangey?"

"Yes...she should..." he reached forward, lulling her head to the side, to face them, and spotted it, a horrible bruise forming around the gash…and the fact her neck seemed oddly angled. He swallowed hard, "She hit the wall too hard…the angle…it killed her before regeneration could set in…she's gone."

Donna's eyes widened in horror as she looked down at her friend's lifeless form, "No…"

~8~

"The TARDIS and your Bonded have been destroyed!" the Supreme Dalek cheered, "Now, tell me, Doctor...what do you feel?" the Doctor could only watch the screen, a dark expression clouding his face, "Anger? Sorrow? Despair?"

"Yeah," he whispered.

"Then, if emotions are so important, surely we have enhanced you."

"Yeah?" Jack scoffed, "Feel this!" he fired at the Dalek, but the bullets were harmless.

"Exterminate!" it shouted, firing a laser at Jack. He screamed and fell to the ground, dead.

"Jack!" Rose ran to his side, kneeling down, "Oh, my God. Oh, no..." the Doctor still stared at the screen, "They killed him…"

"Escort them to the Vault," the Dalek ordered, "They are the playthings of Davros now."

~8~

The New Doctor, now dressed in a blue suit with a red shirt, stood on the railings, mending the TARDIS by the door. He didn't have his jacket on, glancing over to see it lying over the Professor's body, covering her face as Donna sat on the captain's chair in shock.

"All repaired!" he jumped down, forcing himself not to look to the wall again, "Lovely. Shh! No one knows we're here. Gotta keep quiet. Silent running, like on submarines when they can't even drop a spanner. Don't drop a spanner. I like blue, what do you think?"

"You…are…bonkers!" Donna glared at him.

"Why? What's wrong with blue?"

"How can you be so calm about this!" she shrieked, "The Professor's dead! She's  _dead_. And you're talking about your clothes!"

He looked at her sadly, "I can't…" he took a breath, "There's nothing we can do. But…I can't think about that now."

"What? So you're just gonna pretend she's not there! Rotting on the grilling?"

"Don't," he warned her darkly, "Don't you dare. Donna I need you to stand by me, we need to help the Doctor and the others. The Daleks are planning something and we can't let…we  _need_  to keep focused. Strong. We can't…we can't think about it till it's over or else none of use might live long enough to do it."

Donna stared at him, tears in her eyes. She couldn't just ignore the fact that one of her friends, for the Professor, despite everything,  _was_  her friend, had just died before her…but the New Doctor needed her to stay strong for him, no matter how disturbed she was by everything else. And she realized…this man, he was almost like the Professor, keeping to task, not letting his emotions distract him…the Professor would want her to do this, to forget about her for the moment and finish the mission.

She swallowed hard, "Is that what Time Lords do?" she asked him weakly, her voice shaking, "Lop a bit off, grow another one? You're like worms."

He nodded at her, thankful for the distraction, before launching into his explanation, "No, no, no, no, no, I'm unique. Never been another like me! Because all that regeneration energy went into the hand, look at my hand, I love that hand..." he wiggled his fingers, "But then you touched it…WHAM!" Donna jumped, "Shh...instantaneous biological meta-crisis. I grew...out of you. Still, could be worse."

"Oi! Watch it, spaceman."

"Oi! Watch it, Earth-girl. Oh!" he stared at her, shocked, "I sound like you! I sound all...all sort of...rough."

"Oi!"

"Oi!"

"Oi!"

"Spanners, shh!" she pursed her lips, "Must've picked up a bit of your voice, that's all. Is it? Did I? No. Oh! You are kidding me, no WAY. One heart…" he felt his chest, "I've got one heart! This body...has got only one heart!"

"What?" she placed a hand on his chest, "What, like you're human?"

"Oh, that's disgusting."

"Oi!"

"Oi!"

"Stop it!"

"No, wait, I'm...part Time Lord, part human..." he looked at Donna, "Well, isn't that wizard?"

"I kept hearing that noise...that heartbeat."

"Oh, that was me. My single heart," he moved to the console, "'Cos I'm a…complicated event in time and space, must've rippled back. Converging on you."

"But why me?"

"Because you're special."

"Oh, I keep telling you, I'm not."

"No, but you are, you..." he looked at her a moment, realizing, "Oh...you really don't believe that, do you? I can see, Donna...what you're thinking. All that attitude, all that lip, 'cos all this time...you think you're not worth it."

"Stop it."

"Shouting at the world 'cos no one's listening. Well...why should they?"

"Doctor…stop it."

"But look at what you did...no. It's more than that, it's like..." he frowned, "We were always heading for this. You came to the TARDIS. And you found me again. Your granddad. Your car! Donna, your car! You parked your car right where the TARDIS was gonna land, that's not coincidence at all!" he spun around, his fingers on his temples, "We've been blind! Something's been drawing us together for such a long time."

"But you're talking like...destiny. But there's no such thing...is there?"

"It's still not finished. It's like...the pattern's not complete. The strands are still joining together. But heading for what?" Donna was silent a moment, a small, sad smile on her face, "What?"

"It's just…back then," her voice trembled, "When we were shouting and Oi-ing…the Professor would've told us to shut up and focus."

He nodded, "Yeah…she would've…"

~8~

"Activate the holding cells," Davros ordered and spotlights above the Doctor and Rose turned on, "Excellent. Even when powerless, a Time Lord is best contained."

"Still scared of me, then?" the Doctor asked, touching the edge of the cell, unable to get through the light. Rose tried the same on hers with the same result.

"It is time we talked, Doctor, after so very long…"

"No, no, no, no, no," he glared, "We're not doing the nostalgia tour. I want to know what's happening right here, right now, 'cos the Supreme Dalek said 'vault,' yeah? As in, dungeon. Cellar. Prison. You're not in charge of the Daleks, are you? They've got you locked away down here in the basement, like, what, a servant? Slave? Court jester?"

"We have...an arrangement."

He laughed mockingly, "No, no, no, no, no, no, no. I've got the word. You're the Dalek's  _pet_!"

Davros moved away from him and over to Rose, "So very full of fire, is he not? And to think, you crossed entire Universes, striding parallel to parallel to find him again. Breaking down the walls of the Universe in the process," he grinned, "Giving us the chance to escape."

Rose swallowed hard. The grim realty hitting her. She really  _had_  been the reason for the Daleks escape. She'd tried to hope that it was just the Professor influencing the Doctor to that conclusion…but even the Daleks knew…

"Leave her," the Doctor called halfheartedly. He just couldn't muster the strength to truly defend her. Not when the Professor was dead because of her insane quest.

"She is mine. To do as I please."

"Then why am I still alive?" Rose asked.

"You must be here. It was foretold. Even the Supreme Dalek would not dare to contradict the prophesies of Dalek Caan," he pressed a button and the light turned on around Caan.

"So cold and dark," Caan laughed, "Fire is coming...the endless flames…"

"What is that thing?" Rose grimaced.

"The last of the Cult of Skaro," the Doctor replied, keeping to the facts. So  _this_  was why the Professor did that. It was much easier not to feel when one was only making statements or listing information, "He flew into the Time War, unprotected."

"Caan did more than that," Davros grinned, "He saw Time. Its infinite complexity and majesty raging through his mind. And...he saw you. Both of you."

"This I have foreseen in the wild and the wind," Caan agreed, "The Doctor will be here, as witness, at the end of everything. The Doctor and his precious Children of Time!" he giggled, "And one of them will die..."

The Doctor glared, his anger, his rage boiling up, "Was it you, Caan? Did you kill the Professor and Donna? Why did the TARDIS door close? Tell me!"

"Oh, that's it!" Davros smiled gleefully, "The end, the fire, the rage of a Time Lord who butchered millions of his own kind while his Bonded butchered millions of my children. There he is. Why so shy? Show your Companion...show her your true self as you have your Bonded."

"I didn't have to show her anything," the Doctor spat, "She already knew. She was there."

"Dalek Caan has promised me that, too."

"I have seen it," Caan nodded, "At the time of ending, the Doctor's soul will be revealed."

"What does that mean?" the Doctor glared.

"We will discover it together..." Davros replied, "Our final journey. Because the ending approaches. The testing begins," he turned away.

"Testing of what?"

"The Reality Bomb," he turned back to answer, "Behold...the apotheosis of my genius," he turned the controls on and a holographic screen of a testing chamber appeared, people standing inside it.

"Activate planetary alignment field!" the Supreme Dalek's voice shouted over the image.

~8~

"What do we do?" Donna asked the New Doctor softly, "Won't the Doctor be able to tell what's happened?"

"No," he shook his head, "The TARDIS is blocking us from everyone. He can't sense us while she's doing that. He won't know. And we can't tell him."

"Why not?"

"He's facing the Daleks right now," he looked at her, "Can you imagine what he'd do?"

She fell silent, recalling the darkness in the Doctor, he and the Professor's unwillingness to leave one another. If they told him…he would either do something he would regret…or he'd fall to pieces, neither of which would help any of them survive. Yes, Donna thought, this New Doctor was very much like the Professor, perhaps he'd gotten a bit of her as well when…she swallowed hard and shook her head, she couldn't think about that.

The TARDIS shuddered.

The New Doctor ran to the monitor, "It's the planets. The 27 planets," he watched as they were bathed in a white glow.

~8~

"But that's Z-Neutrino Energy," the Doctor's eyes widened, "Flattened by the alignment of the planets into a single stream. No…" he turned to Davros, "Davros. Davros, you can't! You CAN'T! NO!"

~8~

The New Doctor frowned, trying to place the energy, the engine, when the answer seemed to come to him, that sort of white glow could only be…

"Single-stream Z-Neutrinos compressed into..." he faltered, realizing, "No. No way..."

The glow brightened.

~8~

The Doctor watched in horror as the prisoners on the screen were dissolved into atoms from head to toe.

"Test completed," a Dalek reported.

~8~

"What is it?" Donna asked, looking at the New Doctor, "Doctor? What did it do?"

He couldn't speak, just stare in shock.

~8~

"Doctor, what happened?" Rose asked, shaken.

"Electrical energy, Miss Tyler," Davros remarked as the Doctor remained in stunned silence, "Every atom in existence is bound by an electrical field. The Reality Bomb cancels it out, structure falls apart. That test was focused on the prisoners alone. Full transmission will dissolve every form of matter."

"The stars are going out..."

"The 27 planets..." the Doctor realized, "The Professor was right, they become one vast transmitter. Blasting that wavelength..."

"Across the entire Universe," Davros nodded, "Never stopping. Never faltering. Never fading. People and planets and stars will become dust. And the dust will become atoms and the atoms will become...nothing. And the wavelength will continue, breaking through the weakened walls of the Universe, through the rift at the heart of the Medusa Cascade into every dimension, every parallel, every single corner of creation," he laughed, "This is my ultimate victory, Doctor! The destruction of reality itself!"

~8~

The New Doctor dashed around the TARDIS, putting together some sort of device, "So, what is this thing?" Donna asked.

"It's our only hope. A Z-Neutrino biological inversion catalyzer."

"Yeah. Earth-girl, not time-girl, remember?"

"Davros said he built those Daleks out of himself," he explained, trying to assemble it, "His genetic code runs through the entire race. If I can use this to lock the Crucible's transmission onto Davros himself..."

"It destroys the Daleks?"

"Biggest backfire in history."

Donna was silent a moment, "The Professor would've had that built already."

He could only nod. He was barely able to piece together the information in his head to get it to work. The Professor would've had it done before he could finish explaining it.

~8~

A holographic screen appeared in the Vault, Martha on it, "This message is for the Dalek Crucible. Repeat, can you hear me?"

"Put me through!" the Doctor shouted.

"It begins as Dalek Caan foretold," Davros grinned.

"The Children of Time will gather...and one of them will die!" Caan laughed.

"Stop saying that!" the Doctor shouted.

"One of them will die Doctor," Davros remarked before grinning, "Or…perhaps she already has."

He looked at him hard, "Put me through!"

"Doctor!" Martha called, seeing him, "I'm sorry. I had to."

"Oh!" Davros remarked, "But the Doctor is powerless…my prisoner. State your intent."

"I've got the Osterhagen Key," she held up a small black chip, "Leave this planet and its people alone, or I'll use it."

"Osterhagen what?" the Doctor shook his head, "What's an Osterhagen Key?"

"There's a chain of 25 nuclear warheads placed in strategic points beneath the Earth's crust. If I use the key, they detonate and the Earth gets ripped apart."

"What? Who invented that? Well, someone called Osterhagen, I suppose, but Martha, are you insane?"

"The Osterhagen Key is to be used if the suffering of the human race is so great, so without hope...that this becomes the final option."

"That's NEVER an option."

"Don't argue with me, Doctor! 'Cos there's more than that. Now, I reckon the Daleks need these 27 planets for something, but what if it becomes 26? What happens then? Daleks? Would you risk it?"

"She's good!" Rose remarked, impressed.

"Who's that?" Martha frowned.

"My name's Rose. Rose Tyler."

Martha gasped, "Oh, my God...he found you..." and then she realized, "Doctor…the Professor…" she swallowed hard, a sense of dread filling her, "Where is she?"

The Doctor couldn't answer, but the hard, dead look in his eyes told her more than she needed.

Just then a second holographic screen appeared, this one with Jack, holding some sort of gem attached to wires, with Jackie, Mickey, and Sarah Jane behind him, "Captain Jack Harkness calling all Dalek boys and girls! Are you receiving me? Don't send in your goons or I'll set this thing off."

"He's still alive!" Rose gasped, "Oh, my God, that's…that's my mum!"

"Captain, what are you doing?" the Doctor demanded.

"I've got a Warp Star wired into the mainframe," he replied, "I break the shell...the entire Crucible goes up."

"You can't! Where did you get a Warp Star?"

"From me," Sarah Jane stepped up, "We had no choice, we saw what happened to the prisoners."

"Impossible," Davros gasped, seeing Sarah Jane, "That face...after all these years."

"Davros," she breathed, before glaring, "That's been quite a while. Sarah Jane Smith. Remember?"

"Oh, this is meant to be. The Circle of Time is closing. You were there on Skaro at the very beginning of my creation."

"And I've learned how to fight since then. You let the Doctor go or this Warp Star, it gets opened!"

The Doctor looked down, unable to look at them.

"I'll do it," Jack threatened, tweaking the necklace, "Don't imagine I wouldn't."

Rose laughed, "Now, that's what I call a ransom," but then she noticed the Doctor's face, "Doctor?"

"And the prophesy unfolds," Davros smiled.

"The Doctor's soul is revealed!" Caan cackled, "See him! See the heart of him!"

The Doctor just stood there, eyes down cast, alone, burdened with unbearable guilt. His Companions, his friends, his TARDIS, his Bonded…either turned into monsters or dead because of him…

"The man who abhors violence, never carrying a gun," Davros remarked, eyeing him closely, "But this is the truth, Doctor…you take ordinary people and you fashion THEM into weapons. Behold your Children of Time transformed into murderers. Even your Bonded became a weapon because of you. I made the Daleks, Doctor. You made this."

"They're trying to help," he muttered, quietly, unable to bring himself to fully believe it.

It was true.

He knew it.

Even…even what he said about the Professor.

He'd found files about the Academics, about their training, when he'd been in the Academy Archives. The training enforced on the Professor had been worse, more prolonged, more dangerous, more taxing than any of the other Academics, because of her ties to him. The High Council knew the only reason he would fight in the war, use everything he'd learned on his adventures, was if he was fighting for  _her_ , fighting alongside her. They turned her into a weapon, into a soldier, to get him to join, to get him to stay. She'd suffered because of him.

He'd told her about it when they talked about her training, after losing Jenny. She had simply said it was worth it in the end. He'd been completely disbelieving on that, but she'd just said it gave her a chance to see him again, and if that meant enduring an endless hell she would gladly do it. He'd shaken his head and asked her why on Earth she would endure something like that. She'd just given him a look as though the answer should be obvious, and it was. He knew, she'd done it because she loved him.

He would do the same for her. He would endure this, because when it was over, he would take the Daleks down with him, and then…maybe…he could be with her once more.

"Already, I have seen them sacrifice today for their beloved Doctor," Davros continued, "The Earth woman who fell opening the sub-wave network."

"Who was that?" he looked up.

"Harriet Jones," Rose replied, "She gave her life to get you here."

"How many more?" Davros asked, "Just think. How many have died in your name?"

The Doctor looked down, recalling those who had died for him, because of him. Jabe, the Controller, Lynda, Sir Robert, Mrs. Moore, Mr. Skinner, Ursula, Bridget, Boe, Chantho, Astrid, Luke, Jenny, River…

He trembled, utterly broken, and the Professor wasn't there to pick up the pieces like she always did, like they did for each other.

The Professor...

She was dead as well because of him.

"The Doctor...the man who keeps running, never looking back, because he dare not, out of shame," Davros finished, "This is my final victory, Doctor. I have shown you...yourself."

"Enough," the Supreme Dalek cut in, "Engage defense zero-five."

"It's the Crucible...or the Earth," Martha held up the key.

"Transmat engaged!" a Dalek shouted.

Suddenly Martha and Jack's screens went white and the two groups were deposited on the floor of the Vault.

"Martha!" Jack moved to help her up, "I've got you, it's alright…"

The Doctor remained silent.

"Guard them!" Davros ordered as Daleks wheeled forward, their lasers aimed, "On your knees, all of you. Surrender!" the Daleks forced them to their knees.

"Mum, I told you not to!" Rose hissed.

"Yeah, but I couldn't leave you," Jackie replied.

"The final prophesy is in place," Davros remarked, "The Doctor and his Children all gathered as witnesses. Supreme Dalek...the time has come!" his voice trembled with excitement, "Now..." he pointed upwards, "Detonate the Reality Bomb!"

"Activate planetary alignment field!" the Supreme Dalek ordered, they watched the screen as the planets began to glow, "Universal reality detonation in 200 rels!"

"You can't Davros!" the Doctor shouted, desperate, "Just listen to me! Just STOP!"

Davros merely laughed, "Nothing can stop the detonation! Nothing! And no one!"

~8~

The New Doctor ran to the console with his device, "Ready! Maximum power!" he kicked a lever upwards with his foot, briefly thinking that, if the Professor were there, she would have already gotten to it for him. He pulled another one and the TARDIS was off.

~8~

Everyone in the Vault looked up in surprise as the TARDIS began to materialize.

"But that's..." the Doctor breathed, stunned. And then he realized, the TARDIS had been trying to protect him from the impending pain of being destroyed by blocking the psychic link shared with the pilot and, by blocking her own, she blocked everyone within her. He felt like he could breathe again. The Professor was alive!

Caan giggled as Rose and Martha's mouths dropped open.

"Impossible!" Davros gasped.

The TARDIS door opened and the New Doctor stepped forward, framed with a blinding light.

"Brilliant!" Jack laughed.

Davros rolled forward and the New Doctor rushed towards him, "Don't!" the Doctor shouted.

But it was too late.

Davros pointed at him and an eclectic bolt flew from his fingers, hitting the New Doctor in the chest, knocking him backwards and the device a few feet away.

"Activate holding cell," Davros ordered and a light appeared around the New Doctor.

Donna ran out of the TARDIS, "Doctor!" she picked up the device, "I've got it! But I don't know what to do!"

Davros sent her flying back with another bolt.

"Donna!" the Doctor shouted as Davros grinned, "Donna! Are you alright, Donna?"

"Destroy the weapon!" Davros ordered and a Dalek fired a laser at the device, "I was wrong about your warriors, Doctor. They are pathetic."

"How come there're two of you?" Rose gaped.

The Doctor ignored her and turned to the New Doctor, "Where's the Professor?"

The New Doctor looked at him, swallowing hard, "In the TARDIS."

He shook his head, "Well why isn't she coming out?"

"She can't."

"What do you mean 'she can't?'"

"Fat lot of good she is," Rose grumbled.

"Rose don't," the New Doctor snapped, glaring at her fiercely, making her flinch.

"Detonation in twenty rels!" the Supreme Dalek shouted, "Nineteen…"

"Stand witness, Time Lord," Davros grinned, "Stand witness, humans. Your strategies have failed, your weapons are useless, and...oh, the end of the Universe is come," they watched the screen powerless.

"Nine...eight...seven...six...five...four...three...two...one…"

The bomb powered down and the screen went dead.

An alarm sounded.

Everyone looked around in confusion.

"Oh...closing all Z-Neutrino relay loops using an internalized synchronous back-feed reversal loop!" Donna grinned, speaking with confidence as she flicked a switch by the controls, "That button there!"

They all stared at her, stunned.

"Donna, you can't even change a plug!" the Doctor shook his head.

She grinned, "Do you wanna bet, time-boy?"

"You will suffer for this…" Davros raised his arm.

Donna just flicked a switch and electrocuted his arm, "Oh...bioelectric dampening field with a retrogressive arc inversion."

"Exterminate her!"

"Exterminate! Exterminate!" Donna pressed a few buttons and flicked as switch and the Daleks powered down, their lasers twitching uncontrollably, "Weapons non-functional!"

"What?" Donna laughed, "Macro-transmission of a K-filter wavelength blocking Dalek weaponry in a self-replicating energy blindfold matrix?"

"How did you work that out?" the Doctor looked at her, amazed, "You..."

"Time Lord," the New Doctor cut in, "Part Time Lord."

"Part Human!" Donna grinned, "Oh, yes! There was a bit of a biological meta-crisis. Half Doctor...half Donna!"

"The Doctor-Donna..." the Doctor realized, "Just like the Ood said, remember? They saw it coming! The Doctor-Donna."

Donna flicked a few switches, "Holding cells deactivated," the lights disappeared, "And seal the Vault. Well, don't just stand there, you skinny boys in suits, get to work!" both Doctors ran to join her at the control panel, the Doctor glancing at the TARDIS, wondering where the Professor was, but unable to go just then or even call out in his mind as the TARDIS was still blocking all psychic links.

"Stop them!" Davros ordered, "Get them away from the controls!"

The Daleks advanced.

"And...spin," Donna flicked as switch and the Daleks began to spin in circles.

"Help me!" the Daleks cried, "Help me."

"And...the other way!" a few more switches and they turned the other way, their upper and lower halves moving in different directions.

"What did you do?" the New Doctor asked.

"Trip-stitch circuit-breaker in the psycho-kinetic threshold manipulator."

"But that's brilliant!" he beamed.

"Why did we never think of that?" the Doctor asked the New Doctor.

"Because you two...were just Time Lords!" Donna cut in, "You dumbos. Lacking that little bit of human, that gut instinct that goes hand-in-hand with planet Earth. I could think of ideas that you two couldn't dream of in a million years! Ah, the Universe has been waiting for me! Now...let's send that trip-stitch all over the ship. Did I ever tell you…" she gestured to herself, "Best temp in Chiswick?" she wiggled her fingers, "A hundred words per minute!"

"System malfunction…" a Dalek called, still spinning.

"Motor causing interference…" another reported.

Jack darted into the TARDIS to grab the guns, stopping short at the sight of someone lying on the ground, a coat over them and his mouth dropped open. He looked back through the doors to where he could just barely see the New Doctor giving him a firm look. He swallowed hard, dashing over to the chairs and grabbing the guns, they had no time to waste right now…though it killed him to admit it.

"Come on then, boys," Donna said, "We've got 27 planets to send home. Activate magnetron."

"Stop it at once!" Davros shouted.

Jack tossed a gun to Mickey, "Mickey!"

Mickey frowned, hearing a strain and thickening in Jack's voice, but took the gun and headed for Davros regardless.

"You will desist!" Davros glared.

"Just stay where you are, Mister," Mickey held him at gunpoint.

"Out of the way!" Jack kicked a Dalek, sending it spinning off down the corridor, towards Rose and Sarah Jane who shoved another away.

"Good to see you again," Sarah Jane remarked.

"Yeah, you too," Rose nodded.

Martha pushed one away as well.

"Ready?" Donna asked the Doctors, "And reverse!" they quickly grabbed two rods on each of the controls, easing them up as the planets disappeared one by one.

"Off you go, Clom," the Doctor called.

"Back home, Adipose Three!" the New Doctor added.

Donna flicked two switches and another with her foot, "Shallacatop! Pyrovillia! The Lost Moon of Poosh. Topping. Ha!"

"We need more power..." the Doctor remarked, moving to sonic a bit of wiring.

"Is anyone gonna tell us what's going on?" Rose demanded.

Donna gestured to the Doctor, "He poured all his regeneration energy into his spare hand, I touched the hand…" she gestured to the New Doctor, "He grew out of that, but that fed back into me. But, it just stayed dormant in my head 'til the synapses got that little extra spark, kicking them into life. Thank you, Davros! Part Human...part Time Lord. And I got the best bit of the Doctor. I got his mind."

"So there's THREE of you?" Sarah Jane asked.

"Three Doctors?" Rose gaped.

"I can't tell you what I'm thinking right now," Jack remarked distractedly as he glanced back at the TARDIS, knowing the horror that would be awaiting the Doctor within.

"You're so unique that the timelines were converging on you," the Doctor grinned at Donna, "Human being with a Time Lord brain."

"But you promised me, Dalek Caan," Davros shouted, "Why did you not foresee this?"

Caan just giggled.

"Oh, I think he did," the Doctor remarked, "Something's been manipulating the timelines for ages...getting Donna Noble to the right place at the right time."

"This would always have happened," Caan replied, "I only helped, Doctor."

"You...betrayed the Daleks?" Davros gaped.

"I SAW the Daleks. What we have done throughout time and space. I saw the truth of us, Creator, and I decreed 'no more.'"

"I will descend to the Vault!" the Supreme Dalek shouted.

"Heads up!" Jack called as the Dalek descended.

"Davros, you have betrayed us."

"It was Dalek Caan!" Davros pointed.

"The Vault will be purged! You will all be exterminated!" he sent a laser at the central column, causing sparks to fly.

"Like I was saying, feel this!" Jack fired his gun at the Supreme Dalek, cutting him in half.

"Oh, we've lost the magnetron!" the Doctor examined the column, "And there's only one planet left oh…" he laughed, "Guess which one. Look, we can use the TARDIS!"

He moved to run inside it when Donna grabbed his arm, "I'll do it."

He frowned at her, a bit confused, but shrugged and she ran off into the TARDIS and he turned to help his clone continue.

"Holding Earth stability..." the New Doctor remarked.

"Maintaining atmospheric shell," he nodded.

"The prophesy must be completed," Caan called.

"Don't listen to him," Davros shouted.

"I have seen the end of everything Dalek, and you must make it happen, Doctor."

"He's right," the New Doctor looked up, "Because with or without a Reality Bomb, this Dalek Empire's big enough to slaughter the cosmos."

"No," the Doctor glared at him.

"They've got to be stopped!" he argued.

"Don't you dare!"

"Maximizing Dalekanium power feeds…"

The Doctor ran around the controls…but it was too late…

"Blasting them BACK!"

The Daleks exploded, one by one, screaming.

"What've you done?" the Doctor cried, horrified.

"Fulfilling the prophesy," the New Doctor stated as the Dalek ships began to explode outside.

Everyone was sent flying around as the explosions rocked the ship.

"Do you know what you've done?" the Doctor glared, "Now, get in the TARDIS!" the New Doctor rushed over, "Everyone! All of you inside, run! In, in, in, in, in!" they all ran towards it.

"Sarah Jane!" the New Doctor ushered them from inside, "Rose! Jackie! Jack! Mickey!"

The Doctors stopped outside the door, looking back through the fire, "Davros?" he held out his hand, "Come with me! I promise, I can save you!"

"Never forget, Doctor," Davros howled, "YOU did this! I name YOU, forever, YOU are the Destroyer of Worlds!"

He screamed as he was engulfed by the flames.

"One still dies…" Caan called.

The Doctor turned and ran back into the TARDIS only to collapse to the ground as a crushing pain hit him in the chest and mind. The door slammed shut behind him as Donna and the New Doctor piloted the TARDIS off, the Crucible exploding behind them.

He gasped, looking up to see everyone's eyes on something against the wall. He shoved himself to his feet, dragging himself over, fighting against the crippling pain, only for his hearts to stop, seeing the Professor's body, lying on the ground, a coat over her face.

He didn't know how he did it with the pain coursing through him, but the next thing he knew, he found himself collapsed by her side, pulling the coat off her, to see the ugly bruise marring her beautiful face.

She wasn't breathing.

She was cold.

She was dead.

He let out a shuddering breath, tears in his eyes. He thought she died…but then seeing the TARDIS and Donna alright, he'd believed…but she was there, she was dead. He pulled her into his arms, holding her tightly to him, his back to his friends, he didn't want to see them. He didn't want to look at them.

"Oh God…" he breathed, tears falling from his eyes as he started rocking back and forth, clutching her tightly, willing her to grip him back but she made not a move, "I wasn't here…" he sobbed, "I left her again. I promised…" he hunched over, burying his face in her hair as he held her, "I promised I wouldn't leave her again…I promised…no…no!"

He sobbed horribly, the most heart wrenching sound any of his Companions had ever heard from him. Tears fell from the eyes of the women. The men looked on sadly, the beginnings of tears they refused to let fall growing in their eyes.

"Please," he begged her feebly, "Please come back. Come back, come back…please…I can't…I can't," he kept shaking his head, "Please. I need you…"

And then his words shifted to ones they couldn't comprehend and the TARDIS refused to translate. Rose recognized the beautiful, terrible language from when they had saved Chloe Webber, and, while they had never exactly told her what language it was, she just knew it was Gallifreyan, their language.

As he sobbed in the language only he, the Professor, and the TARDIS knew, a golden light started to glow behind them. They turned around, Rose's eyes widening as she saw a panel on the console lift and the heart of the TARDIS open. She stepped back, Jack putting an arm around her, as they watched the light float out of the compartment and over to the Doctor.

The TARDIS could do most anything involving time, except break though the Time Lock. She couldn't restore their people…but she could do  _this_  for her pilot, for he had never wanted anything more...

He looked up, startled, when the light swirled around him, terrified for a moment of what would happen, when it flitted over the Professor. He watched in awe as the bruise on her head faded...there was a snap and...

She gasped, sitting up suddenly, alive, very much alive.

The Doctor wasted no time, grabbing her and pulling her into his arms, holding her tightly as she clutched to him, breathing heavily as she returned his embrace fully and without any hesitation, for the first time since she regenerated.

"You're alive," he muttered into her neck as he clutched her, "You're alive," he pulled away and kissed her deeply.

Rose's eyes widened and she looked away.

"You're alive..."

"How?" the Professor breathed, knowing she had been dead, knowing she hadn't regenerated.

"The heart of the TARDIS," he cupped her face in his hands. There was a change in her, more emotion in her eyes than he had seen from this version of her, "She brought you back. She gave you back to me."

She simply reached out and placed her hand on his right heart, he blinked a moment, before doing the same. They clasped hands, "I did promise I would always find my way back to you," she reminded him softly, "This time, assistance was required."

He laughed, tears still in his eyes, but of joy this time.

Sarah Jane smiled softly at them, wanting to give them all the time in the world…but there was a pressing matter at hand, "Speaking of finding our way…" she called, "The Earth? It's stuck in the wrong part of space!"

"We're on it," the Doctor grinned, helping the Professor up. They ran to the monitor, Donna hugging the Professor tightly, laughing with joy when the woman firmly returned the hug, as the Doctor brought up the monitor, "Torchwood Hub, this is the Doctor. Are you receiving me?"

"Loud and clear," a young woman appeared, "Is Jack there?"

"Can't get rid of him," he looked at Jack and pointed at her, "Jack, what's her name?"

"Gwen Cooper," Jack replied.

"Tell me, Gwen Cooper, are you from an old Cardiff family?"

"Yes…" she answered slowly, "All the way back to the 1800s."

"Mm, thought so!" he nodded.

"Spatial genetic multiplicity," the Professor walked over to help him, thinking of the story he'd told her about meeting Charles Dickens. Donna watched her with a curious smile, she seemed far more at ease, and not a militant sense.

"It's a funny old world!" he laughed, before turning back to Gwen, "Now, Torchwood, I want you to open up that Rift Manipulator, send all the power to us."

"Doing it now, sir," the man with Gwen called.

"What's that for?" Martha asked.

"It's a towrope," he replied, "Now then, Sarah, what was your son's name?"

"Luke, he's called Luke," she grinned, "And the computer's called Mr. Smith."

The Professor nodded and typed in a code, "Calling Luke and Mr. Smith."

"Come on, Luke, shake a leg!" the Doctor called as Luke jumped up.

"Is mum there?" the boy asked.

"Oh, she's fine and dandy…"

"Yes!" Sarah Jane laughed in relief, "Yes!"

"Mr. Smith we need you to harness the Rift power and loop it around the TARDIS," the Professor told him.

"I regret I will need remote access to TARDIS base code numerals," Mr. Smith replied.

"Oh, blimey," the Doctor remarked, "That's gonna take a while."

"No, no, no," Sarah Jane darted around to them, "Let me! K-9, out you come!"

"Affirmative, mistress!" K9 rolled on screen.

"Oh, good dog!" the Doctor laughed, delighted, "K-9, give Mr. Smith the base code!"

"Master. TARDIS base code now being transferred. The process is simple."

"Simple?" Martha scoffed.

"Now then, you lot…" the Doctor turned to them. He directed Sarah Jane back to where she was standing, "Sarah, hold that. And Mickey, you hold that. Because, you know why this TARDIS is always rattling about the place?" he walked past Rose.

"It was designed to have six pilots," the Professor answered, "We have to do it single handed…well… _I_  have to pilot  _and_  correct him," she nudged Marta to the side a bit more, "Martha, keep that level but no more than where it is. Jack, keep that steady."

The Doctor grinned at her interacting with the others, "Now we can fly this thing!" he turned to Jackie and hesitated, "No, Jackie. No, no. Not you," he patted her shoulder, "Don't touch anything, just...stand back…like it's meant to be flown! We've got the Torchwood Rift looped around the TARDIS by Mr. Smith. We're gonna fly planet Earth back home," he took his place at the console, the Professor across from him, "Right, then! Off we go."

He pulled a lever and they flew off, hardly shaking at all as they worked in a flawless team. Rose stood a bit to the side, by the railing, watching it happen, solemn, the Doctor didn't trust her, not anymore.

Donna smiled appreciatively at Jack as she and the New Doctor walked around, observing, "That's really good, Jack. I think you're the best."

Jackie giggled, moving to stand by her daughter as the New Doctor and Donna stood on the opposite side, chuckling.

And soon, the Earth was back.

They all whooped and cheered, the Professor watching with a bit of a smile as everyone hugged.

~8~

The TARDIS materialized on Bannerman Road and the Doctor, Professor, and Sarah Jane emerged, looking around.

"You know..." Sarah Jane eyed him as he stood before her, holding the Professor's hand, refusing to let go, "You act like such a lonely man. But look at you! You've got the biggest family on Earth! And…" she cast a suggestive look at the Professor.

"A fiancé," the Doctor grinned at the woman in question.

Sarah Jane laughed and hugged him tightly, "Gotta go!" she pulled back suddenly, giving the Professor a quick hug, "He's only fourteen! It's a long story. And thank you!" she turned and ran off down the road, waving back at them.

~8~

The Doctor stood outside of Cardiff with the Professor, disabling Jack's teleport with his sonic, "I TOLD you, no teleport. And Martha, get rid of that Osterhagen thing, eh? Save the world one more time."

Martha smiled, "Consider it done," she nodded, hugging the Professor, beaming when the woman returned the hug, and then him while Jack saluted them both.

They turned and walked away, the Doctor smiling after them when Mickey emerged from the TARDIS and made to follow.

"Where are you going?" the Doctor called.

"Well, I'm not stupid," Mickey remarked, "I can work out what happens next. And hey, I had a good time in that parallel world but my Gran passed away. Nice and peaceful. Spent her last years living in a mansion. There's nothing there for me now. Certainly not Rose."

"What will you do?"

"Anything! Brand new life. Just you watch," he knocked his fist with the Doctor, "See you, boss. Sergeant," he winked at the Professor. Donna had been filling those who hadn't been present for her regeneration in on what happened and what she had been like, "Hey, you two!" he turned and ran after them.

The Doctor just shook his head and they turned to head back into the TARDIS, walking up to the console. The Professor checked the progress the TARDIS was making on closing the holes in the Universe with Rose's device. He looked at her and she nodded, "Five minutes," she remarked, rubbing the side of her head.

The Doctor frowned, seeing the action, and opened his mouth, "I've got it," his other self cut in, seeing him about to speak.

The Doctor glanced at him but the New Doctor nodded subtly at Rose who was leaning against a Y-beam, her arms crossed over her chest, looking very much like she wanted to talk to him alone. He nodded at the New Doctor.

"Come on Professor," the New Doctor nodded, "Let's get you checked up quick."

"I'm fine," she replied.

"Oi," Donna turned to her, "You, up there, now!" she pointed to the gantry, "Med-bay! Hop to!"

The Professor shook her head, but headed up the steps, Donna and the New Doctor after her.

"Oi!" Jackie called, moving to follow them, "I want to see!" she hadn't gotten to see much of the TARDIS last time she was in it. She'd really thought there was only that one room, that the door at the top was for show, but now that she knew there was more, she wanted to see if the other rooms were like that one.

The Doctor watched them head up, waiting till the door had shut before turning back to the controls. Rose waited a moment, wanting to see if he'd say anything at all to her, but he didn't.

She pushed off the Y-beam and moved over to the console beside him, but he just walked around it, playing it off as checking the controls. So she followed him, "Are you going to talk to me properly or ignore me?"

"What do you want me to say Rose?" he turned to her, the hard look back in his eyes.

"I don't want you to say anything, I just want you to listen," she told him, he crossed his arms, waiting, "I'm  _sorry_. I am. I'm  _so_  sorry. It was my fault, I know, it's my fault the Daleks got through and that the walls of the Universe were collapsing, I  _get_  that. But Doctor," she shook her head, "I was only trying to get back to  _you_. I...I  _missed_  you."

He was silent, just staring at her.

She blinked, tears in her eyes, her voice breaking as she asked, "Did...didn't you miss me at all?"

He sighed, turning to face the console, bracing himself on it, "Of course I did."

No matter how angry he was with her, he was never good with tears.

Her expression hardened, "But not enough eh?" she was a mess of emotions and right now, all the hurt she'd been feeling from seeing the Doctor,  _her_  Doctor, kissing the Professor...it was shifting into anger. How  _dare_  he claim that he missed her when he was, right in front of her eyes, kissing another woman? "Tell me, how long did you wait after I was gone before moving onto  _her_?"

The Doctor spun to face her at the sneer in her voice, "Rose, don't."

"No," she glared, "I think I have the right to know! I spent  _years_  with you, I was with you for so long and you  _never_..."

"Of course I never!" he shouted, "Rose I told you once, long ago, things are different with humans...you..."

"Decay," she cut in, "Yes I know that, I heard that all before," she shook her head, "Humans die and you change. And she did, didn't she? She regenerated! You said it yourself, you're always different. What's to say she even still loves you? She certainly doesn't look like she..."

"Don't," the Doctor glared, a harshness in his voice as he actually started to tremble in rage he was barely containing.

"She's just a soldier! She's a shell! She's killed people! Don't think I don't know that! She can't feel  _anything_  Doctor. She's incapable of love! She  _doesn't_  love y..."

"ROSE!" he was breathing heavily now, finally managing to get her to stop her tirade against the Professor, "Don't you DARE finish that thought, or so help me Rose Tyler I will throw you out of the doors right now."

Rose swallowed hard, never had she heard such a dark promise in the Doctor's voice, seen it in his eyes. She took a step back, she'd crossed the line. He wasn't just angry, he wasn't fuming, he was furious...

"You don't know ANYTHING about what she's been through," he continued, his fists clenching, trying to rein in his anger, "You don't know how far she's come. You can't feel her, you can't hear her, you have NO idea about anything..."

"I know you could never love someone like her," she said quietly. He couldn't. The man she loved wouldn't ever love a soldier.

She seemed to be forgetting, in her quest to return to him, she'd become like one as well, her gun was testament enough of that.

"You know that do you?" his gaze hardened, "I loved her long before your ancestors even thought to use the name Tyler and I will love her long after you're  _dead_  and your family line has ended."

She flinched, her mind racing to try and reason out why he'd choose the Professor, a hardened soldier, over her, a feeling human...and that was it, wasn't it?

"You only picked her because she's like you," she tried to convince herself. It had to be why. Because humans died too easily.

"You truly believe that?" he let out a hollow laugh before shaking his head, "Do you want to know Rose, the  _real_  reason I Time Locked my planet?" she looked at him with a frown, he'd told her it was to end the war, "There were options," he said quietly, "There WERE options I could have taken, chanced crossing my own timeline to kill Davros when I failed the first time, assassinated the President and reclaimed the position I'd once held...I CHOSE to Time Lock the planet. I CHOSE to let my people  _burn_."

"Why?" Rose breathed, tears falling from her eyes at his words. This was a Doctor she had never encountered before.

"They told me she was dead," he replied, the hard edge back in his voice as he recalled a terrible time in his life, when he'd lost the last thing, quite possibly the ONLY thing, that meant anything to him, "There were reports that the last Academic had fallen. The Daleks started it, spreading the rumor to draw me out, knowing  _the Professor_  was the last Academic left. The Time Lords didn't counter it, they thought I'd fight all the harder to avenge her," he shook his head, "But what was the point in fighting for my world when it was already gone?"

It had  _shattered_  him. Completely and utterly  _destroyed_  him when the report had reached him. Something inside him snapped. The war had turned into hell, his people transformed into blood thirsty savages willing to destroy the Universe to win, but with the Daleks growing in number and power and with the last Academic defeated there was no hope in a victory. The war had taken the Professor from him. He just...couldn't muster the strength to care anymore, about anything. He just knew, he had to stop it, quickly, before it could spread to destroy the same Universe that they had always dreamed of seeing together. He couldn't let them destroy something the Professor had cherished and dreamed of. The war had to end. Simple as that.

Before he'd even realized it, he'd found himself on a suicide mission to the Academy Archives, stealing 'The Moment,' hiding it and setting it up to be activated by sonic miles above the planet, sealing everyone away as the planet below burned. He had never thought himself capable of something like that, capable of that much destruction until he himself had been destroyed. A man with nothing left was a dangerous one indeed. His only comfort had been in the fact that the Professor's most prized creation had ended the terror that was the war and saved the Universe.

He turned to the monitor, looking blankly at the screen, "I let them burn because I thought she was dead," he admitted, "And I carried on, because she wouldn't have wanted me to die with them, she would have  _never_  forgiven me if I joined them. She would have wanted me to see the Universe, like we'd always planned."

Rose's eyes widened in horror at what he was saying. To burn your planet to the ground over one person...she knew, deep down, that he DID love the Professor...how much she had  _no_ idea...

"I didn't just 'move on' to her," the Doctor told her, "I Bonded to her. In your terms, I  _married_  her."

Her mouth dropped open as she shook her head, no, it couldn't be...

But before she could form any words at all through her shock, they heard the Professor's voice behind the door to the gantry, "The TARDIS should be ready for one final trip," she was saying, a moment before it opened, "The last hole in the walls, Dårlig Ulv Stranden."

The Doctor fixed a grin on his face, unwilling for the group joining them again to see his rampant emotions, to know what had happened between him and Rose just then. He turned to pull a lever, "Better known as..."

~8~

The TARDIS materialized on Bad Wolf Bay on a day like any other. Jackie stepped out first, followed by the New Doctor and Rose.

"Ugh, fat lot of good this is!" Jackie crinkled her nose, "Back of beyond, bloody Norway! I'm gonna have to phone your father. He's on the nursery run," Rose looked around as her mother turned to the New Doctor, "I was pregnant, do you remember? Had a baby boy!"

"Ah, brilliant!" the New Doctor nodded as the trio stepped out of the TARDIS, "What did you call him?"

"Doctor."

"...really?"

"No, you plum. He's called Tony!"

"Hold on, this is the parallel Universe, right?" Rose turned to the Doctor.

"You're back home," he nodded.

"The Professor's rigged the walls of the world to close again..." Donna explained, "Now that the Reality Bomb never happened. It's dimension retro-closure as well," she grinned at the New Doctor, "See, I really get that stuff now."

"No," Rose shook her head, near tears, despite it all, she'd done everything she had to return, despite the row that had just gone down between her and the Doctor, the negative tension between them now, she didn't want to leave, this  _couldn't_  be it, "But I spent all that time trying to find you!"

"And you released the Daleks in the process," the Professor reminded her.

"I'm not going back!"

"You've got to," the Doctor agreed, "Because we saved the Universe, but at a cost. And the cost is him," he nodded at the New Doctor, "He destroyed the Daleks. He committed genocide. He's too dangerous to be left on his own."

He knew better than anyone what it was like to cause such destruction and be left alone after.

"You made me!" the New Doctor shouted, angry.

The Professor tensed slightly, she couldn't help but feel partially to blame for the New Doctor's actions. The soldier in her told her that he'd done the right thing, taking out the enemy. She couldn't help but feel like he had gotten a bit of the soldier in her to make him do that.

"Exactly, you were born in battle, full of blood and anger and revenge," the Doctor continued, forcing himself to look at Rose, "Remind you of someone? That's me when we first met. And you  _did_  make me better," he conceded that point, "And now you can do the same for him."

"It's better than that, though," Donna added, "Don't you see what he's trying to give you?" she looked at the New Doctor, "Tell her, go on."

Rose turned to him, "I look like him and I think like him...same memories, up to the Sycorax, well, with a few random ones scattered from the regeneration energy, but mostly the same thoughts, same everything. Except, I've only got one heart."

"Which means…" Rose frowned.

"I'm part human, specifically the aging part. I'll grow old and never regenerate. I've only got one life...Rose Tyler," he looked at her, it felt odd to look at  _her_  and feel his heart speed up and not with the Professor, it seemed they were just too similar now for her to have that affect on him, "I could spend it with you. If you want."

"You'll grow…grow old at the same time as me?"

"Together."

Rose put a hand on his chest and felt his one heart beating when the TARDIS made a grinding noise.

"We've gotta go," the Doctor called, "This reality's sealing itself off. Forever."

"But it's still not right!" Rose shouted as they turned to leave, they turned back, she had given him up once without a fight, never again, she HAD to get through to him, bonded or whatever to the Professor or not, she  _couldn't_  let go, not now, "Because...the Doctor's...still you."

"She doesn't…necessarily…have to stay…" the Professor cut in, speaking haltingly, as though trying to overcome something.

"But the other Doctor…" Donna shook her head.

"I touched the jar," she stated, looking down a bit as she stepped away from the Doctor to explain, all the options needed to be examined before a clear decision could be made, despite how much she didn't want them to know this one existed, "It's what threw me against the wall.  _All_  our DNA got mixed up, Donna got you, he got Donna and I, and I got a bit of Donna as well…her humanity," she looked up, her eyes shiny, "Just enough that the worlds wouldn't fracture…" she blinked, "I could keep an eye on the New Doctor and…Rose could go…with you…"

Everyone looked at her, shocked, but for different reasons. Rose, that she would be willing to let go of the Doctor as she had once promised despite her regeneration; the New Doctor, that she was considered human enough to keep the worlds stable; the Doctor, that the meta-crisis had nearly killed her; and Donna…that the Professor, the stone cold soldier she'd come to know…was…

"Professor…" she breathed, "Are you crying?"

The Professor reached a hand up and wiped her cheek to see there was, in fact, a tear falling from her eye.

The Doctor blinked and realized she'd gotten more than just a dose of Donna's humanity, the humanity had broken the shell of her regeneration as well. He could see from the way she carried herself, she was still the militant person, but she wasn't ruled by logic and statistics anymore. She could express the emotions she'd kept bottled up and forced down, he could see that in her eyes and her voice.

And now…she was  _hurting_ …

"Could I?" Rose asked, a note of hopefulness in her voice. Without the Professor there, then there was a chance that  _they_...

"No," the Doctor shook his head, his eyes on the Professor, "No…"

"Doctor…" the Professor began. She did _not_  want Rose to go off with the Doctor, not by any stretch of the imagination, but it was an option that had to be put on the table for an informed decision to be...

The Doctor just reached out and put his hand on her right heart and she did his, meeting to clasp hands, "I promised you I wouldn't leave you, that works both ways. I'm not leaving you here."

She nodded, the decision had been made.

"It's not fair," Rose whispered, tears falling from her eyes, "YOU'RE my Doctor."

"And I'm him," he insisted, pointing at the New Doctor.

"Alright," she nodded her head, there was only one thing left she could think to say to try to get her Doctor back, just one, "Both of you, answer me this. When I last stood on this beach on the worst day of my life...if...if I had told you, that I…that I loved you, like I wanted to do…what would you have said to me?" she looked at the Doctor, her Doctor, "Go on, say it."

"It doesn't matter now," he told her resolutely, "I'm sorry Rose."

Rose blinked, her heart breaking all over again as he pulled the Professor to him, wrapping an arm around her waist.

She truly had lost him.

"My end," the New Doctor called gently, reaching out to whisper in her ear. Rose pulled away, looking into his eyes a moment before pulling him towards her by the lapels of his blue jacket, kissing him, able to pretend, just for a moment, that it was HER Doctor...able to sense from his words, from his gaze, that, one day, he just might be...

The Doctor nodded and they turned to walk towards the TARDIS.

' _Are you sure you?_ ' the Professor asked him just before the stepped over the threshold.

' _I was just as sure 800 years ago as I am now,_ ' he told her, smiling as he heard her in his mind. Before, she had been reluctant to speak in his mind, viewing it as a distraction when they were not split up or conveying secret strategies and information. Hearing her speak to him for any other reason made his hearts swell.

She paused in the doorway as he stepped past to the console, glancing back at Rose and the New Doctor. She hoped Rose would finally be happy now and remain in her new world. The memories the New Doctor possessed would help him and Rose both to grow closer and build up a strong relationship of their own. The hand had been from the start of the Doctor's regeneration, which meant he wouldn't have the experiences that drew  _her_  and the Doctor closer, but he'd have all the ones of Rose. The New Doctor had also absorbed her DNA as well as Donna's, which made him more like a half brother or a cousin to her now, something both she and the New Doctor felt. And she knew, her being Bonded to the Doctor wouldn't affect the New Doctor's relationship with Rose in the slightest. When someone with a twin married, it didn't automatically mean their twin had married the same person too. She had never Bonded to, never participated in a Bonding with, the New Doctor, only  _her_  Doctor, and that was the only way she wanted it.

She gave a small smile and nodded, shutting the door behind her.

~8~

The Professor stood on one side of the console, setting the controls while Donna adjusted the monitor on the other side, fiddling around as the Doctor leaned on a support, watching.

"I thought we could try the planet Felspoon...just 'cos," Donna smiled, "What a good name, 'Felspoon.' Apparently it's got mountains that sway in the breeze. Mountains that move. Can you imagine?" she twisted a knob.

"And how do you know that?" he asked her quietly.

"Because it's in your head! And if it's in your head, it's in mine."

"And how does that feel?"

"Brilliant! Fantastic! Molto bene! Great bit of Universe packed into my brain. You know you could fix that Chameleon Circuit if you just try and hotbind in the fragment links and superseding the binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary, binary…" she gasped, lurching forward, as the Professor came around to stand by the Doctor, "I'm fine!" they watched her cautiously, "Nah, never mind Felspoon. You know who I'd like to meet? Charlie Chaplin. I've heard he's great, Charlie Chaplin. Shall we do that? Shall we go and see Charlie Chaplin?" she picked up a phone, "Shall we? Charlie Chaplin? Charlie Chester, Charlie Brown. No, he's fiction, friction, fiction, fixen, mixen, rixten, brixton…" she gasped and doubled over again, grasping her head, as they went to her, "Oh, my God."

"Do you know what's happening?" the Doctor asked her.

"Yeah," she breathed.

"There's never been a Human-Time Lord meta-crisis before now," the Professor stated solemnly, "And you know why."

"Because there can't be," she said, her eyes moist, "I want to stay."

"Look at us," the Doctor called, but she refused, "Donna, look at us."

She looked at them, shaking, "I was gonna be with you...forever."

"We know," he whispered.

"The rest of my life...travelling...in the TARDIS. The Doctor-Donna," and then she realized, "No. Oh, my God..." she shook her head, backing away from the Doctor, her eyes filled with tears, when she ran into something. She looked back to see that, at some point, the Professor had walked around the console and gently grabbed her by the shoulders, an arm around them as she stood beside her, keeping her from retreating, "I can't go back. Don't make me go back. Doctor...please. Please Professor, don't make me go back."

"Donna," he looked into her eyes, so terribly sad, "Oh, Donna Noble. I am so, so sorry," she looked up at him, fearful, panicking, "But we had the best of times. The best," tears started to fall from her eyes, "Goodbye," he whispered, placing his fingers on her temples and closed his eyes.

"No," she pleaded, "No, please! Please! No, no! No!" memories flashed across her mind, of all their times together till right before her wedding, "NO!"

She collapsed, the Professor supporting her as she fell.

~8~

The Professor hammered on the door of the Noble house as the Doctor supported Donna in his arms, "Oh, that must be her!" she heard Wilf call from inside, "Donna?" he laughed, opening the door only to see them standing there, with Donna unconscious.

"Help us," the Doctor whispered urgently.

Wilf reached out to help, "Donna? Donna!"

~8~

The Doctor looked on as Donna slept in her bedroom, the Professor sitting beside her, hands on the woman's temples, leaving her with just a bit of protection against the hidden memories, the soldier in her knowing that precautions should always be taken, just in case.

~8~

"She took my mind into her own head," the Doctor explained to Donna's family as he and the Professor sat on the sofa, "But that's a Time Lord consciousness. All that knowledge…it was killing her."

"But she'll get better, now?" Wilf frowned.

The Professor shook her head, "He had to wipe her mind completely. Every trace of us or the TARDIS...everything we did together, anywhere we went...had to go."

"All those wonderful things she did..."

"I know," the Doctor murmured quietly, "But that version of Donna is dead," he leaned forward, "Because if she remembers, just for a second, she'll burn up. You can  _never_  tell her," thunder rumbled outside, "You can't mention us, or any of it...for the rest of her life."

"But the whole world's talking about it," Mrs. Noble shook her head, "We travelled across space!"

"It'll just be a story. One of those Donna Noble stories, where she missed it all again."

"But she was better with you," Wilf cried, upset.

"Don't say that…" his daughter snapped.

"No, she was!"

"We just want you to know that there are worlds out there, safe in the sky, because of her," the Professor told them, "That there are people living in the light, singing songs of Donna Noble, a thousand million light-years away...they will  _never_  forget her. While she can never remember."

"And for one moment..." the Doctor added, tears in his eyes, "One shining moment...she was the most important woman in the whole wide Universe."

"She still is," Mrs. Noble remarked shortly, "She's my daughter."

"Then maybe you should tell her that once in a while."

There were footsteps down the stairs and Donna burst in, oblivious, and holding her phone, "I was asleep, ON my bed, IN my clothes, like a flippin' kid! What did you let me do that for?" she glanced at the Doctor and Professor, "Don't mind me. Donna."

"John Smith," he stood up and shook her hand.

"Katherine Stewart," she added, shaking her hand as well.

"Mr. Smith and Miss Stewart were just leaving," her mother told her.

"My phone's gone mad!" Donna continued, "32 texts, Veena's gone barmy, she's saying planets in the sky, WHAT have I missed now?" she turned to leave, calling back vaguely, "Nice to meet you."

"Like I said, I think you should go," Mrs. Noble glared at them coldly.

~8~

Donna was on her phone in the kitchen, putting a jug of orange juice in the refrigerator, "How thick do you think I am? Planets? I'll tell you what that was, dumbo, that's those two-for-one lagers you get down the offy 'cos you fancy that little man in there with the goatee. Ha ha! Yes, you do! I've SEEN ya!"

"Donna?" the Doctor called as he and the Professor appeared in the doorway, "We were just going."

"Yeah," she called, careless, "See ya," the Professor squeezed his hand and they turned to head for the door, "I'll tell you what, though, you're wasting your time with that one, because Suzie Mayor, she went on that dating site and she saw him! No, no, no…no, listen, this is important...Suzie Mayor wouldn't lie...not unless it was about calories! Ha ha!"

~8~

It was dark and pouring rain, thundering, when the Doctor and Professor made it to the door with Wilf.

"Ah...you'll have quite a bit of this," the Doctor looked up.

"Atmospheric disturbance," the Professor murmured.

"Still, it'll pass."

"Everything does."

Wilf watched them a moment as they turned and shook his hand.

"Bye then, Wilfred," the Doctor sighed.

He nodded as they stepped into the rain, "Oh, Doctor...Professor…" they turned, "What about you, now? Who've you got? I mean, all those friends of yours..."

"They've all got someone else. Still, that's fine," he looked at the Professor, just a hint of a smile, "I'm fine."

And he could believe it too. He'd come so close to losing her, he  _had_  lost her…to have her back…as long as he had her, he would be fine.

"I'll watch out for you," Wilf told them.

"You can't  _ever_ tell her," the Professor stressed to him.

"No, no, no. But every night...when it gets dark...and the stars come out...I'll look up. On her behalf. I'll look up at the sky and think of you two," his voice broke.

"Thank you," the Doctor nodded before they turned and headed to the TARDIS, disappearing into the night.

~8~

The rotor rose and fell gently as they stood there, soaked, tired, and so, so sad. The Professor reached out and helped him out of his sodden jacket. She eyed him a moment, seeing him looking at the console with a terrible sorrow in his eyes. He'd had to say goodbye to what felt like all his previous Companions in one go…she knew it couldn't have been easy for him, she could feel it now, inside her, Donna's never ending empathy...

She reached out and took his hand, tugging him to follow her. He did, letting her guide him up the gantry and through the door at the top, down the halls and to the room they shared before her regeneration had hit as she barely slept before, choosing to nod off a few hours every couple of days in the captain's chair by the console, wanting to always be alert and undistracted.

She shook her head, never again, and led him over to the bed, setting him down to lay, and moved beside him, just letting him take comfort in her presence, what strength she could offer. She didn't know if it was a leftover feeling from before Donna's humanity had fused with her, but she felt…like she could be  _strong_  for him without focusing so much on actually being so. Just being herself would make her strong.

And she would be strong for him.

She would support him in whatever he needed, in whatever he did, be there for him as he had always been for her.

Slowly, very slowly, he fell asleep to her brushing her fingers through his hair, comforted in the fact that she was alive, that she was still there with him, her heartbeats proving it, lulling him to his dreams.

To be continued in...Rebound!

* * *

Author's Note: SInce it's too long to fit in the 'end notes' box:

My reasons for what happened in this chapter:

I've been waiting for 10 to be properly angry for a while, such a proper, deep anger that he slipped back into his 9th persona (been dying for him to use the 'stupid apes' line again especially because it's so not a 10 thing to say). But I also knew there needed to be something really BIG for him to get THAT angry. I figure having everything you'd lost and sacrificed thrown in your face by not only a member of the species you continually fight so hard to protect but a former Companion along with that person being responsible for the return of your WORST nightmares as well as having something dear to your lover nearly destroyed by that same person who also constantly insulted your lover before would be enough to do it. I don't know why, but as I was writing this, the Doctor just kept getting angrier at Rose. Watching Series 3 he always seemed to see nothing but the good in Rose and that, since she was gone, he'd basically idealized her in his mind, choosing to remember the best of her. I felt like, in this story, he might have repressed a lot of the things that Rose had done/said that hurt the Professor in Series 2 (almost like trying not to think about it and how little he'd done to stop her now that Rose wasn't there anymore) and hearing her actually voicing her thoughts to him (she was always so careful not to do anything in front of him) was just the snapping point. Especially after the Professor just DIED.

I figure, the TARDIS is telepathic and was able to turn Margaret the Slitheen back into an egg, reversing Margaret's time, so she might be able to reverse time for the Professor to just before she hit the wall, healing her. I also really wanted to show that despite how strong the Professor has been in this story, that she's not invincible, she can be hurt, she can be killed, she very nearly was a few times before. She's come so close but it never quite happened. Rose sees her as this stony warrior, but to the Doctor she's his Kata, I really wanted to show how he handled it, I wanted Rose to see how he handled the loss of the Professor, it would be a gateway to bringing up those memories of the war that he tells Rose about. I felt, he wouldn't normally go that far in talking about the war, but with the Professor having nearly died just then and having thought she died during the war, it would bring up too much for him to not speak of. I also needed an emotional reason for the Doctor to really kiss her in front of Rose :)

Ever since the beginning of the stories when the Professor didn't fight back, I've been wanting her to put Rose in her place about not being the center of the Doctor's world or having a 'claim' to him...but as I wrote, the Doctor just kept butting in, wanting to be the one to protect the Professor from everything, even Rose :) I thought it was about time he put on his big boy pants and finally said something to Rose about everything she had been doing/how she had been acting around the Professor. Remember, the Professor didn't fight back because of how much she'd been forced to fight in the war, the Doctor just didn't want to choose and hurt one of them (though deep down he already knew who he'd pick). HE needed to be the one to finally set Rose straight, Rose wouldn't have believed it from anyone else.

I know Rose seemed a bit back and forth, like she starts to back off when the Doctor kisses the Professor, and then when they argue, but just keeps coming back to trying to get the Doctor back despite knowing they're Bonded and all. But there have been people who do that, going after married men. And, I sort of see Rose as still being a child, she started off travelling with the Doctor at 19, grew infatuated with him, basically pined over him while in Pete's World, I could see her doing everything she can not to have to give him up/lose him again. Not stopping till literally EVERY tactic she tried failed her. That was also my second reason for making the Professor blonde. I wanted her and Rose to be similar, but for the Professor to be this cold, distant woman to show that the Doctor, despite that, would still pick her over Rose, still love her and not just a version of her.

As for the Cannon/Collapse of the Universal walls twist...I always thought it was odd that the Daleks came back around the same time as Rose and that the Cannon started to work so suddenly. I feel like, they would have HAD to test it for a while before agreeing to let Rose try it out. All that time spent blasting away at the walls of the Universe (what she'd have to cross to make it back) had to have an affect, an affect that the Doctor and Professor wouldn't have been able to notice right from the start as it was happening in a parallel world. I thought, what if THAT was why Caan managed to get through the Time Lock and let the Daleks escape? Rose said they were building a Cannon to get her back to him, not to get his help to stop the stars going out, so I felt that might mean they'd been working on it ever since she'd been trapped there. The Cannon would work once the cracks were big enough/the walls weak enough to send someone through.


End file.
